The Adventures of Loopy and Faith
by smartrobert00
Summary: UPDATE: NEW COVER ART, Credit goes to my girlfriend! Summary: There are some new ponies in town, Join Loopy and Faith in their adventures in ponyville, as they learn about friendship, and solve a few problems along the way! Contains the ships Fluttercord AppleSpike SoarinDash FlashLight and CheesePie later in the story. Rated T for Swearing (Not frequent, but still Swearing.
1. Chapter 1

**Hello everypony! My name is Robert, and I would like to thank you for showing interest in my fanfiction, this is my first fanfiction so it's probably not the best, This fanfiction will be a series of stories starring me and my girlfriends OCs, Loopy and Faith, I have quite a few stories planned for this fanfiction and i hope you stick around and enjoy the fanfiction!**

 **Be sure to favorite and review! it'll help me out a lot!**

 **Without further adieu, lets jump right in!**

* * *

Chapter 1: Welcome to Ponyville!

The Conductor of the train called out to everypony "Next stop Ponyville!" He said

The train began to come to a stop, Strangely, Only 2 ponies came off the train

The first pony was a Male Pegasus, he was Red with a dark brown mane and brown eyes.

The second pony to come out was a Female Unicorn, She was Light blue with a light brown mane and brown eyes. The Pegasus turned to the Unicorn: "Here we are, Ponyville..." He said

The Unicorn breathed in the fresh air: "This is the perfect place for us to live!" She then tackled the Pegasus in a bear hug: "Where did you find out about this place Loopy?!"

"I heard a couple ponies talk about it in Canterlot, I heard it was very peaceful here." Loopy stated a smile on his face "From what I heard, it sounded perfect for us Faith!"

Faith was really happy, almost too happy, ponies started looked at the Unicorn causing a scene

Loopy felt a blush creep onto his face: "Okay, you can let go now..."

Faith suddenly let go, blushing furiously "Um, Shall we start looking for a house?" Loopy nodded "Yeah I think so."

* * *

As they walked around the new environment, they suddenly saw... something pink bouncing around, It turned out to be a pink pony with poofy hair, She looked at us for a minute and then let out a huge gasp, then she ran off.

Loopy just scratched his head "That was... certainly something." he then just shrugged it off.

Loopy and Faith continued making small talk, when Loopy spotted a yellow house with a red roof he thought it would be perfect for them, it was fairly small but big enough for a small family. _This is perfect!_ Loopy thought to himself, he then nudged Faith who looked at Loopy "What is it?" Loopy pointed his hoof to the home and asked "What do you think about this house Faith?"

Faith looked over it for a bit then nodded "I think its perfect!"

Loopy smiled then looked in his bit bag, _I hope we have enough for it!_ he thought to himself

Loopy looked around for where he could buy their possible new house

He then thought he should ask for directions, he saw another Pegasus flying by and then attempted to get their attention "Excuse me!" he shouted up at the Pegasus, the Pegasus heard him and flew back down, it was a mare with rainbow colored hair violet eyes and a blue coat she looked at Loopy "May I help you?"

He cleared his throat and asked "Do you know where I can go to buy houses around here?" The Pegasus looked at Loopy and then asked "Are you new here?" Loopy nodded "My name is Loopy and this is my... friend Faith" He kind of hesitated on that last part, but the Pegasus didn't notice

She then answered their question "You can buy a house over at the city hall." She then pointed in the direction to go, Loopy nodded and started to walk off when the Pegasus shouted at Loopy"My names Rainbow dash by the way!" Loopy rolled his eyes, not wanting to deal with somepony else right now." He turned around "Nice to meet you." He said with an annoyed tone

Rainbow raised an eyebrow but then flew off afterwards, _She's finally gone..._ He thought to himself

He and Faith walked into the City hall, it was pretty impressive on the inside, but Loopy was more focused on getting that house for the mare he secretly loved, He never admitted it because he's afraid she'll reject him.

They walked in to be greeted by the mayor, She smiled at them "How may I help you?" she said, Loopy responded "Hi there, I'd like to purchase an estate here." He said, sounding a little bit in a rush, thankfully the mayor didn't notice "Oh! Well come sit down!" she said, they both sat down and looked at the mayor. "So what house are you looking to buy?" She asked

"We saw this a house on our way there and I thought it would be perfect!" Loopy responded, sounding a little excited

The Mayor nodded, opening a small book that had pictures of each house that was for sale, She handed to Loopy and Faith and they flipped the pages until they found the house they wanted "There." He said pointing his hoof at the house, The Mayor took the book back and then nodded "Alright this estate is gonna cost 1000 bits" Loopy looked down at his bag he sighed with relief, they had just enough for it thanks to his parents giving them about 1200 bits to spend, he counted 1000 bits and handed them to the mayor, She smiled and took the bits

The Mayor then put a piece of paper in front of Loopy and Faith "I'm gonna need both of you to sign here"

Faith took the quill with her magic and signed it, Then Loopy took the quill and signed it with a smile on his face.

"Alright you're all set!" The Mayor gave Loopy the key to their new home, Loopy took it "Thank you very much." and with that they both walked out

* * *

Twilight and Spike were arranging books in the castle library then all of a sudden Rainbow Dash flew in, She looked a bit ticked off.

"Rainbow, Are you alright?" Twilight said with a worried look on her face.

Rainbow Dash indeed was bothered about something.

"Well there are a few new ponies in town, in fact one of them asked directions on where they could buy a house, but he didn't seem very friendly." Rainbow said with an annoyed look "He didn't even thank me!"

"Maybe he just needs time to adjust to the new environment." Twilight said

Rainbow sighed "Maybe, but that isn't an excuse for not thanking me!"

"We should introduce ourselves when they gets settled in, I'm sure he'll be in a better mood by then." Twilight reassured Rainbow.

* * *

Loopy and Faith walked to their new home, Loopy had a big smile on his face, He was so excited of finally leaving Canterlot and moving into somewhere calm and peaceful. Loopy took another breath of the air "This air is more fresher then Canterlot." He said, Faith nodded "Yeah, and the environment is incredible!" Loopy smiled _Ugh when will i be able to man up and tell her how i feel!?_ He thought to himself then sighed _She's just so... beautiful, UGH SNAP OUT OF IT LOOPY, We're just friends, that probably will never change..._ Loopy then looked down at the ground with a frown.

Faith saw this and went over to him. "Are you okay Loopy? You look a little down..." Loopy instantly put on a fake smile "No i'm fine..." Faith gave him a smile but still seemed worried.

Loopy then unlocked the door, but it was already unlocked? _Strange..._ He opened it and what waited for him inside nearly gave him a heartattck

A bunch of ponies yelled out "SURPRISE!" Causing Loopy to jump up and fall back on his flank, He then saw a familiar looking pink pony hop over to him, he instantly recognized her _Crap..._ He thought

"Hey there! My name is Pinkie Pie! You remember me don't you?" Pinkie said up in his face, He groaned "Yes I remember you, and i have this thing called Personal space..." He said clearly annoyed, Shockingly Pinkie was unfazed "Oh sorry!" She stepped away "The moment I saw you I thought to myself, I've never seen these ponies around here, they must be new cause if they weren't new then I would have recognized you, And then i ran off to plan a "Welcome to Ponyville" PARTY!" She shouted the last word really loudly, Faith laughed "Thank you Pinkie, That's so sweet of you!" Loopy rolled his eyes _Guess I'll have to try to avoid blowing up, though it'll be hard..._ He thought, Instantly he saw a Pegasus with a Rainbow colored mane flying through the air, He instantly recognized her as that Pegasus he asked for directions, Loopy didn't remember her name though _It was Rainbow something..._ Loopy just shrugged it off, he'll find out later.

* * *

Halfway through the party, Loopy heard a pop, he turned to see... this weird creature, Loopy stared at the creature.

Pinkie hopped up to the creature and began talking to it, Loopy couldn't hear what they were saying, but Loopy instantly froze and the strange creature flew towards him

"Hey there! My name is Discord!" The Creature introduced himself, Holding out his Paw for a hoofshake

Loopy just stared at it, then he slowly put his hoof into the creatures paw and immediately got shocked, Loopy cried out "OUCH!"

Discord started laughing really hard "Oh, the look on your face, PRICELESS" He continued laughing

Loopy took a deep breath to make sure he didn't blow up yet and then asked "What are you exactly?"

Discord wiped away a tear and answered "I am a Draconequus."

Loopy stared at him "A What?"

"A Draconequus" Discord repeated himself, He was growing impatient with Loopy though.

"A Draconequus?" Loopy repeated Discord

"You got it, Whats your name anyways?" Discord asked

"M-My name is L-Loopy" Loopy stuttered still trying to process what was standing in front of him

Discord sighed "You're probably scared of me, I don't blame you." Discord's ears dropped to his head and he started to walk away

Loopy instantly felt bad, even if he tried to prank him "Wait." he said causing Discord to turn around

"You're not that scary, just misunderstood." Loopy said in a surprisingly calm voice

Discord instantly perked up "Really? You don't mind that I look like this?" Discord said in an excited tone

"Well... It'll take some getting used too, but I really don't mind, You look kind of cool actually!" Loopy said, trying to cheer up the Draconequus, It seemed to be working

Discord instantly pulled Loopy into a hug "Oh thank you!" Discord was hugging Loopy very tightly, Loopy was gasping for air "Can't... breathe..." Discord instantly dropped Loopy "Whoops sorry, Guess i don't know my own strength." Discord laughed awkwardly

Loopy looked up at him, Actually smiling "Don't worry about it!" Loopy said, putting his hoof up

* * *

The party was going on, Loopy was sitting down with Faith who seemed to be enjoying herself

Suddenly he looked up and saw 6 mares walking up to him, he instantly stiffened

"Hello there." Said a Lavender mare with a horn and wings, _Horns and wings... A princess!?_ Loopy thought to himself.

Loopy answered, he stuttered a bit though "H-Hi There..." _Really Loopy? That's the best you got? Come on! you're in the presence of royalty!_

The Lavender mare smiled "My name is Twilight Sparkle, Nice to meet you, these are my friends."

Twilight gestured to her friends, and they each introduced themselves

The first to introduce herself was an orange mare wearing a hat "Howdy partner, My name is Applejack" She said in a southern accent

Then a white unicorn with a purple mane went up to him "Hello there, My name is Rarity, Pleasure to meet you!" She said in a Posh accent

Then the next one to introduce herself was a yellow mare with a pink mane, She seemed shy, "My name is... fluttershy..." She said her name so softly that he couldn't hear it, So Loopy tried to get her to be less shy.

"Don't worry, You can come out." Loopy said softly too her

She showed herself a little more and repeated "My name... is Fluttershy

"Fluttershy?" Loopy asked, She nodded

Then a mare with a Rainbow Colored mane flew up "I'm pretty sure you remember me." She said in a rude way

Loopy rolled his eyes "Well, you were the mare who gave me directions to the city hall."

The mare looked at him "What's my name?"

Loopy just looked at her "I don't remember, It didn't really seem important for me too." He said in a rude way

"My name... Is Rainbow Dash" She said through her teeth

"Alright, I'll remember it this time..." He said in an annoyed way

Pinkie hopped in next "My name is Pinkie Pie, Though i'm sure you already knew that!" She said, she seemed really hyper

Then he noticed a small dragon in the back, Twilight noticed where we was glancing "Oh I completely forgot to introduce you to Spike!" She said and then moved out of the way to reveal a small dragon walking towards him

Loopy instantly froze _Oh my goodness... HE'S SO ADORABLE!_ Loopy thought to himself, Actually smiling again, Rainbow Dash noticed this and her mouth instantly gaped open, she never expected to see him smile

"Hello there, My name is Spike!" He held out his claw for him to shake, Loopy didn't hesitate and grabbed it to shake it.

"I've never seen a dragon before, it is such a pleasure to meet you!" Loopy said to Spike, Causing him to blush slightly, Loopy then let go of his claw, and slapped his own face "Oh Sweet Celestia, I've neglected to introduce myself, My name is Loopy, and this is my friend Faith!" He gestured at Faith who had cake in her mouth, she swallowed it and cleaned her face "Nice to meet ya!" Loopy was blushing so much staring at Faith

But then Discord Teleported out of nowhere and exclaimed "Aww are you two in love?" Loopy and Faith were both red as tomatoes "N-No! Why would you think that!?" Loopy said, clearly embarrassed

Everypony then laughed, though Loopy sat there still blushing _My life is about to get interesting_ He thought to himself

* * *

Soon after the party ended and everyone left, Faith and Loopy were looking around the house

"Well... That was certainly a welcome..." Loopy said as he unpacked his suitcase

Faith nodded "I agree, I've never had so much fun in my life!" She exclaimed

Loopy smiled "Well, now that the party is over we can finally get some sleep, I am beat." Loopy said as he yawned

Faith looked at Loopy, she seemed concerned about something "Can you try to not be rude to ponies please?

Loopy looked at Faith, kind of shocked, "I'm not rude!" Loopy said

"You were rude to Rainbow Dash before we bought the house, and you were rude at the party, Please try to be nicer, For me?" Faith was looking at Loopy with a frown, Loopy sighed "Fine I'll try to not blow up in front of them."

"Thank you." Faith gave him a hug, Loopy blushed slightly

 _Best. Night. Ever..._

* * *

 **Hope you enjoyed the first chapter! Now lemme explain a few things about my OC**

 **First off, He really is a nice guy, He's just a little snobby and rude, which I will explain in another chapter, don't worry he won't be rude and snobby forever, Once he learns about the magic of FRIENDSHIP!**

 **Now about my Girlfriends OC, She's the one that tries to keep Loopy from blowing up in front of everyone, Loopy has made a few friends, but he and Rainbow Dash won't get along until later in the story, anyways, Hope you enjoy! I'll work on the second chapter tomorrow and hopefully get it out as soon as possible!**


	2. Chapter 2

**Welcome to the 2nd Chapter! Right now this one will be about Loopy settling in and developing his friendships with people (Mainly Discord)**

 **Also I know that i made a few mistakes in the last chapter, cut me some slack, nobodies perfect, today i will develop Loopy's character a bit as well**

 **Oh By the way the song i'm using is H.O.L.Y by Florida Georgia Line You can search it up on youtube, its actually a really good song!**

 **Anyways be sure to favorite and Review, it's appreciated! anyways ON WITH THE**

* * *

Chapter 2: Loopy's Past Part 1

Loopy was sitting in the living room strumming a guitar, he wasn't very good at guitar, he knew simple chords, he strummed his guitar and started singing

 _You're Holy, Holy, Holy, Holy, I'm Hiiiiiigh on loving you, Hiiiiiigh on loving you._

 _You're Holy, Holy, Holy, Holy, I'm Hiiiiiigh on loving you, Hiiiiiigh on loving you..._

Loopy suddenly stopped and groaned _Ugh, why can't I muster up the courage to tell her how i feel!?_ He thought

Suddenly Discord popped in out of nowhere causing Loopy to jump "AH, Discord! Don't scare me like that!" Loopy said

Discord scratched the back of his head "Sorry."

"Y'know, Sometimes you don't make any sense to me." Loopy said, Discord just laughed "What fun is there in making sense though?"

Loopy thought about it for a minute then laughed along with him "I guess that's true." His face soon fell into a frown again

"Hey, why're you sad all of a sudden?" Discord asked, sounding genuinely worried

"Well... Promise me you won't tell anypony..." Loopy said, "Cross my heart and hope to fly, stick a cupcake in my eye." Discord then summoned a cupcake and stuck it in his eye, which got a laugh out of Loopy, "What was that?"

"That is called a Pinkie Promise, It means i won't tell anypony!"

Loopy gulped "W-Well, Remember at the party, you asked if me and Faith were together?"

Discord nodded

"Well... That wasn't entirely wrong..." Loopy said, Discord suddenly burst out laughing, Which caused Loopy to blush furiously

When Discord finished laughing which took a minute, he wiped a tear "So, you two _are_ dating..."

"Technically, we aren't dating yet, I just have a crush on her, and I'm nervous to tell her how i feel..."

"You and me both..." Discord muttered

Loopy shot up and looked at Discord "What do you mean "You and me both?"

Discord stiffened up "N-None of your business!" Discord suddenly snapped at Loopy

"Discord, I told you my crush, it's only fair!" Loopy stated, Discord was about to say something but then sighed, "Promise you won't tell anypony?"

"Cross my heart, Hope to fly, Stick a cupcake in my eye." Loopy did a Pinkie Promise, Then Discord began to talk "I... Kind of, Sort of... HAVEACRUSHONFLUTTERSHY!" Discord said the last part really fast. "Um can you repeat that last part?" Discord sighed "I have a crush on Fluttershy" Discord said as he looked down, Clearly embarrassed, He was waiting for Loopy to laugh... But the laugh never came, Discord looked back up to see Loopy smiling at him

"Discord, there's nothing to be embarrassed about having a crush on Fluttershy." Loopy said, he sounded genuinely concerned for him

Discord shook his head "But it is! I'm the Lord of Chaos! I shouldn't have a crush on somepony!" Loopy laughed at how ridiculous Discord was being, but then immediately stopped and looked at Discord. "Lord of Chaos? The heck does that mean?" Loopy asked

Discord smirked "I'll show you!" He then snapped his fingers and it began to rain from pink clouds... Except the rain was brown? Loopy blinked at the strange phenomenon, His eyes widened "What is this stuff?"

"Chocolate milk rain, and the clouds are cotton candy!" Discord exclaimed, Loopy was staring at the clouds amazed "That... is... THE COOLEST THING I'VE EVER SEEN!" Loopy opened his mouth, Letting chocolate rain fall into his mouth, He then licked his lips "Yup! That's chocolate milk alright!"

Discord smiled, seeing that Loopy is another pony who appreciated his chaos powers, The first being Pinkie Pie.

"So, what do ya say we go out into down, and prank a few ponies!" Discord said his hands rubbing together.

"Would I? Of course!" Loopy exclaimed, Discord then put on a mischievous grin "Excellent! Then let us be off!" and with a snap they were transported to out of Loopy's house.

* * *

Faith was hanging out with the girls, they were at the spa, everypony was enjoying the soothing hot bath. "This spa is amazing!" Faith exclaimed, Relaxing in the Hot bath with the rest of the girls, Rarity responded "Of course it is darling!" Rainbow Dash then asked Faith a question that's been on her mind "Hey Faith?" Faith looked at Rainbow "Yes Rainbow?"

"Why is Loopy so rude to some of us?" Rainbow asked, "I agree darling, He wasn't very friendly to some of us." Rarity added, Faith sighed "He really is a nice pony, It's just how he grew up..." Everypony turned to Faith, Interested in what she has to say "It's a long story, so sit back and relax.

* * *

 _6 years ago, Canterlot_

 _ **"He wasn't always this rude, He was a lot nicer back then..."**_

A young Loopy was playing on the playground, he was currently on the top of the playground, Playing pirate... Alone

"Arrr Mateys! I be Captain Loopy, And this here be my crew!" The young Loopy exclaimed in a fake pirate accent, holding up a stick

"Arrr enemy off the port bow! Fire at the enemy ship! Take him down!" The young Loopy was enjoying himself

Suddenly a young filly walked up to the playground looking up the the colt playing alone

The young Loopy turned to the filly "Arrr Who be this intruder?" He asked

The little filly giggled "My name is Faith!"

The young Loopy looked at the young Faith "Arrr, You think you be pirate enough to join me crew?" He asked

"Arrr Captain, I think I be worthy of joining yer crew!" The young Faith said in a fake pirate accent

The young Loopy nodded "Arrr, Come on up!"

The young Faith climbed up, Then Loopy put a pirate hat made out of a newspaper on her head "Welcome to the crew! Arrr!"

The two laughed as they were playing on the playground

 ** _"But... as years passed, he was changing, It didn't help that his parents were constantly buying him things."_**

 _3 years ago, Canterlot_

 _ **"Loopy got more rude, thinking he was above everypony else..."**_

Loopy was walking on the sidewalk, He seemed to be wearing some sort of hoodie, His cutie mark barely showing, when he saw what looked like a street beggar, The pony asked if Loopy could spare some bits, but he just walked right by, he didn't realize, Faith was watching him behind a bush, She peaked out with a frown on her face.

 ** _"That's horrible!"_** Rarity exclaimed

 ** _"Ahem... I'm telling the story here!"_** Faith said,

 ** _"Oops! Sorry darling"_** Rarity said as she went silent again

 ** _"Anyways, I had never seen Loopy act like that, it made me sad... So I decided from then on I would stick by Loopy, No matter what!"_**

 _3 Months before the move._

Loopy looked unsure at what Faith was telling her, "So your saying we should move out of Canterlot, T-Together?" He said blushing a bit

Faith nodded "Yeah! I think we need to go out into the fresh open air! See new places! Meet new people!" Faith said, sounding really excited

Loopy thought about it for a bit, then nodded "I think that's a great idea! I can ask my parents about it, hopefully they'll give us some money so we can actually find a place to live."

Faith tackled Loopy in a bear hug. "Oh my gosh, I'm so excited!" Loopy blushed as Faith was hugging him

Faith then let go of Loopy

"As long as i don't run into any filthy street beggars, or insane ponies..." Loopy said, Faith frowned at how he was acting

"Loopy, Appearance doesn't matter, it's whats on the inside..." Faith said, Loopy then looked sad for a bit, then smiled

"I... guess you're right, Alright i'll try to make new friends when we move." Loopy said

 ** _"He got better at controlling himself... but he's still really rude to ponies, I'm hoping he can one day finally be the Loopy I once knew..."_**

* * *

Faith felt tears come down her face, she truly did miss Loopy's old self.

"That's... awful, it sounded like he had a rough childhood." Twilight said, sounding concerned

Rainbow just remained silent

"Don't worry Sugercube, with time I'm sure Loopy will be his old self again." Applejack reassured Faith

Faith began wiping her tears "Thanks."

* * *

Back in Ponyville, Loopy and Discord were playing pranks on ponies, They were both flying around looking for a victim

Loopy pointed down at an unsuspecting pony "Over there." He told Discord

Discord smirked and then they landed on a cloud to look at their victim

"What to do, What to do..." Loopy said, Clearly eager to see what Discord has up his sleeve

Discord put his paw to chin, then he got an idea, Loopy could tell cause a lightbulb appeared over his head

Discord began rubbing his hands together "Watch and learn Loopy, This is how the Lord of Chaos pulls pranks."

Loopy sat on the cloud watching, as Discord snapped his fingers, fruit from the stands began to grow legs and chase our target

Loopy stood there in disbelief _H-How did he... Y'know what, I'm just not gonna question it..._

After a minute, Loopy finally broke down laughing, He never laughed this hard before.

Discord soon joined him in the laughter, after about a few minutes they both got up, wiping away tears from their laughing.

"Discord, That was so awesome!" Loopy exclaimed

"They don't call me the Lord of Chaos for nothing!" Discord exclaimed

Loopy then stopped smiling, he was remember what Faith told him last night... _Can you try to not be rude to ponies please?_ That sentence kept repeating in his head _I'm not that rude to other ponies... Am I?_ Loopy frowned then looked down

Discord noticed Loopy was frowning, Then Discord put on a serious expression

"What's wrong Loopy?" Discord asked sounding concerned

Loopy sighed "I-Its nothing..." Loopy stuttered, He felt bad lying to his new friend

Discord shook his head "Y'know you're a terrible liar." Discord said, He seemed sad that Loopy tried to lie to him

Loopy sighed

"Loopy, If you need to talk about something..." Discord had a worried expression

"I don't wanna talk about it at the moment." He said, He tried holding back his tears.

Discord frowned "Well okay..."

* * *

Loopy was pacing around his room, Should he tell Discord what was bothering him?

 _Maybe I should tell him..._ He thought to himself.

Faith walked in to his room, a sad expression on her face, "Hey Loopy..."

"Hey Faith..." Loopy said, Faith sighed, "Loopy, I'm worried about you."

Loopy looked at Faith with a confused expression. "What do you mean?"

"Well, The way you've been acting." Loopy sighed "We talked about that last night Faith." Loopy said

Faith nodded "I am aware, but..." Faith hesitated

"Yes?" Loopy asked

Faith took a deep breath "Loopy, can you promise me, to try and be nice to ponies, I know I'm repeating myself, but I'm serious." Faith said

Loopy looked down "I told you, I'm gonna try to not blow up in front of everypony." Loopy said

"I don't mean just blowing up in front of everypony, I mean, being nice to other ponies, not being rude." Faith said

Loopy sighed "Fine, I'll try to be nice to ponies."

Faith smiled "Great, I'll see you in the morning." Faith hugged Loopy then went to bed

Loopy sighed _What am I gonna do?_

* * *

 **And that is the second chapter done, I'll be working on the next part today, Maybe I'll get it out today? but yeah, this delves into Loopy's past, showing why he's so rude, next chapter, Loopy will tell Discord about his past, except you'll get move info about what happened before Faith met him, and when Faith wasn't there to watch.**


	3. Chapter 3

**Yup, Chapter 3 is here out today, I am on fire right now!, This time, Loopy will explain his past, from his POV, As well as explain what happened before Faith arrived, Hope you enjoy!**

 **Also the song i'm using is H.O.L.Y By Florida Georgia Line, I know i used it in the last chapter, But this one is the full song this time.**

 **Be sure to Favorite and Review, it helps out a lot!**

 **Anyways, On with the Fanfic!**

* * *

Chapter 3: Loopy's Past Part 2

The sun was shining through Loopy's window, He put his blanket over his head to try and get some more sleep, unfortunately that didn't last long

Faith walked in, She saw Loopy still trying to sleep, So she got a running start and jumped onto his bed, causing Loopy to fall off.

"WOAH!" Loopy cried out as his face met the floor. _Hello Mr. Floor, Nice to meet ya._ He thought to himself

Loopy got up and looked at Faith. "What the hell was that for?!" Loopy asked, Faith laughed "I wanted to wake you up!" Faith said

"You could of, Oh I don't know, Called out to me?" Loopy said, Faith just shook her head "But wheres the fun in that?"

Loopy shook his head "What am I gonna do with you..." Faith smiled

* * *

Loopy and Discord were sitting on a cloud, making small talk, Loopy then frowned _How am I gonna tell him..._ He thought to himself

Loopy then took a deep breath "Discord?" He asked

Discord looked back at Loopy "Yes?"

"I...I wanna tell you more about my past..." Loopy said

Discord nodded and then turned to face Loopy "Go on." Discord said

Loopy nodded and then began his story

* * *

 _6 years ago, 2 weeks Before Faith arrived_

 ** _"Well, long ago, before Faith even arrived and met me_**

A young Loopy was running too school, excited about something _I can't wait to tell everyone!_ He thought to myself

 _ **"The reason I was excited, was cause I had finally gotten my cutie mark..."**_

Discord Interrupted **_"Oh yeah, I've been meaning to ask, what does your cutie mark represent?"_**

Loopy sighed _**"My cutie mark, Represents my love for nature, A leaf blowing through the wind."**_

 ** _"Anyways, I had arrived at my school, ready to show everyone"_**

A young Loopy ran towards the school "Hey guys! I got my Cutie mark today!" The students turned to see

One of the students asked "What does it Represent Loopy?"

Loopy smiled "It represents my love for nature, I also found out that I'm good at gardening as well!"

All the students began laughing at him, Loopy looked confused "Whats so funny?"

One of the students walked towards him "Gardening? That's such a lame talent!"

Another student came in "We should give him a nickname for it!"

Another student said "How about Muddy Hooves!"

"Great idea!" A student said

All the students kept laughing and pointing, Loopy ran away, tears falling down his face.

 ** _"And then... I skipped school for a few weeks"_**

 ** _"I told myself I would never go back..."_**

 ** _"And then... I met her..."_**

 ** _"I was playing pirate, when I saw her walk up, she asked to join my pirate crew."  
_**

 ** _"Of course, me being the little kid I was, asked if she was pirate enough."_** Loopy then started laughing

 ** _"And then, we've been friends ever since."_**

* * *

 _3 years ago_

Loopy was running, He quickly made a sharp turn into an alley and ran, his hoodie covering most of his face, but he was soon cornered

He turned to see 3 ponies walk towards him

"What's the matter, Scared?" One of the ponies said

"P-P-Please, S-S-Stay away!" Loopy asked, clearly terrified

They kept closing in though "Sorry, but that's not how we do things here."

They then began beating up Loopy, Very soon Loopy was unconscious."

 _Several minutes later_

Loopy woke in the alley with several bruises and scratches.

He put down his hood and looked in a puddle, he had a black eye as well

Loopy sighed _How long was I out?_ He thought to himself _I need to get home..._

Loopy put his hood up to cover his face, and most of his scratches and bruises and began on a path to home

After about several minutes of walking, he spotted a street beggar sitting down

"Could you spare a few bits sir?" The beggar asked

Loopy said as he was walking by "Sorry, I don't have any bits on me."

Loopy was finally home, he quickly went into his room so his parents wouldn't notice the scratches

Loopy soon took off his hoodie and walked to a mirror to see him covered with cuts and bruises, he touches his eye briefly and then gave out a sigh

he started cleaning his wounds and then put bandages around his wounds, then he fell into bed _Mom and Dad are sure to question why I look like this..._ He thought, then he shut his eyes

* * *

Discord's eyes were wide. "Loopy..."

Loopy was frowning "Ever since that day... I was hoping, Hoping that..." He paused and then his faced became angry "That those bastards would burn in hell..."

"Whoa, Calm down Loopy." Discord said

Loopy then frowned again "Sorry, That's all I'm willing to say..."

Discord frowned "Thank you for telling me."

Loopy smiled "Thanks for listening."

* * *

Loopy walked back to his house, he ran into an excited Faith. "You seem excited Faith."

"I am excited!" Faith exclaimed, then handed Loopy a letter she had received, Loopy took it and read it.

 _Dear Loopy and Faith_

 _I'd like to invite you to my castle if you're interested_

 _I'd really love to find out more about you two_

 _Come on over tonight if you can_

 _Sincerely, Twilight Sparkle_

Loopy's eyes widened "Um... are you sure i should go?"

Faith's eyes narrowed "Why do you ask?"

Loopy sighed "Well... Me and Rainbow Dash aren't exactly on good terms."

"Don't worry Loopy, I'm sure you two can get along" Faith reassured her

Loopy smiled "Y'know what? Why the hell not!"

Faith smiled and then hugged Loopy "Yay!"

Loopy couldn't help but laugh

* * *

It was in the evening, so Loopy and Faith decided to head to see Twilight

"I'm kind of nervous." Loopy said

Faith looked at Loopy "Why are you nervous?"

Loopy looked back "We're going to be in the presence of an Alicorn, Royalty! I don't wanna mess up..."

Faith laughed "Don't worry about it, I'm sure you'll be fine."

Loopy gulped "If you say so..."

Faith was blushing "Um... Loopy?"

"Yes?" Loopy asked

"I have something for you..." Faith said

"What is it?" Loopy asked

Faith was blushing furiously "C-Close your eyes..."

Loopy looked at her, but then closed them

Faith then leaned in a kissed Loopy on the cheek

Loopy's eyes shot open and he instantly blushed

Faith was as red as a tomato "S-Shall we head off?"

Loopy nodded "Y-Yeah, Sure..."

* * *

Faith and Loopy were walking towards the castle, Loopy was extremely nervous.

"You ready Loopy?" Faith asked

Loopy simply nodded, then they went inside

Spike was there to greet them "Hey guys!"

"Hey Spike." _Spike's so cute... I can't take it..._

"Follow me guys, I'll take you to Twilight." Spike said

Loopy and Faith nodded and then Spike led them to Twilight

* * *

Spike opened some doors and Twilight and her friends were sitting down, waiting for us, the room Loopy entered looked amazing, Twilight and her friends were sitting in chairs that seemed to have their cutie marks engraved on the chairs, There were two simple looking chairs for Loopy and Faith to sit on.

Loopy and Faith took their seats, Loopy looked and Rainbow, She was staring right at me. _Why was she staring at me?_ He thought to himself

"Welcome Loopy and Faith" Twilight said

"This castle is amazing!" Faith exclaimed

Twilight chuckled "Thank you."

Loopy looked around and realized how quiet everypony was... they were staring at Loopy _What did I do?_ Loopy thought to himself

Loopy then asked "Um... Why is everypony staring at me?"

Everypony stiffened and then quickly looked away, except Rainbow, she just kept staring

Loopy then suddenly felt awkward

The awkwardness was soon to end as Discord transported in "Hello!" He said, Causing everypony to jump, except Loopy, He was used to this.

"Hey Discord!" Loopy said with a big smile on his face _Thank you for breaking the awkward silence!_ Loopy thought

"Discord, What're you doing here?" Twilight asked

"What? I can't pop in and visit my friends?" Discord said

Rainbow was still silent, Loopy couldn't take in any longer and simply asked "Rainbow? Why are you being so quiet today?"

Rainbow just looked at him and said "Does it matter to you?" in a pretty rude way

Loopy took a deep breath "Look Rainbow, I think we got off on the wrong hoof before, can we just start over?"

Rainbow rolled her eyes "I guess, that doesn't give you the excuse to be mean to anypony though." Rainbow said

Loopy instantly stiffened "Rainbow... Your treading on some really thin ice right now..." Loopy said, Instantly On the verge of blowing up

Both Discord and Faith saw Loopy stiffen up, Discord shared a look with Faith

"Now Dashie, Maybe you should just drop the subject..." Discord said

"I will not drop the subject, the fact Loopy is just plain rude to everypony is fact!" Rainbow exclaimed

Loopy's hooves tensed up... _Shut up..._

Rainbow went on "You were mean even before you went to ponyville!"

 _Shut up, Shut up, SHUT UP!_ Loopy had anger in his eyes

"I bet you don't even miss your old home do ya?" Rainbow had crossed the line

Loopy instantly shot up "SHUT THE HELL UP!"

Everypony looked at him, He continued "YOU DON'T KNOW ME AT ALL!" Then he ran off, tears in his eyes

Faith instantly shot a glare at Rainbow Dash and then ran off to chase him, Everypony else soon followed

* * *

Loopy was running off _They hate me, Faith probably won't miss if I leave._ He thought to himself, Trying to hold back his tears

Everypony else saw which direction he went, Faith's eyes widened "He's... Heading to the train station!"

Everypony ran off towards the train station _I hope we aren't too late..._ Faith thought

* * *

Loopy was waiting for the train, He tried holding back his tears

Suddenly he heard his name being called out too, "Loopy!"

 _Faith!?_ He thought, as he turned around

Sure enough, she was there, tears in her eyes

"What do you want?" Loopy asked

"Loopy, don't go, please..." Faith had tears in her eyes

"YOU DON'T KNOW WHAT HELL I WENT THROUGH BACK THEN!" Loopy yelled

"What do you mean?" Faith asked

Loopy closed his eyes, letting his tears fall "How much did you tell them..."

"I told them everything i know..." Faith replied

Loopy sighed "Or was it, what you think you know..."

Faith was about to answer when Loopy interrupted her "3 years ago, I was, Chased by some ponies into an alleyway, they... beat me up, I was covered in scratches, bruises, and had a black eye, so i decided to go home immediately, to clean my wounds..." Loopy was explaining

Faith's eyes widened "That day..."

Loopy sighed "I am aware now, that you saw me not give bits to that street beggar, well... I didn't have any bits on me, Those ponies took em all..."

Everypony's eyes were wide open, Except Discord

"Loopy, Before you leave." Faith said

Loopy raised his hoof "Nothing will change my mind at this po-MM!"

Suddenly Faith pulled Loopy into a kiss

Loopy's eyes slowly closed.

Everypony watched as they were standing there kissing

Loopy and Faith slowly stopped kissing and Loopy exclaimed "Except that..."

Faith giggled "I... I love you Loopy..."

Loopy blushed "I love you too... Faith."

They pulled back into another kiss.

When they pulled back out Loopy began singing in a calm voice, _Italic is Loopy_

 _When the sun had left, and the winter came_

 _And the sky thought, to only bring the rain_

 _I sat in darkness_

 _All broken hearted_

 _I couldn't find a day, I didn't feel alone_

 _I never meant to cry, started losing hope_

 _But somehow baby_

 _You broke through and saved me_

 _You're an angel, tell me you're never leaving_

 _Cause you're the first thing, I know i can believe in..._

 _You're Holy, Holy, Holy, Holy, I'm hiiiiiiigh on loving you, hiiiiiigh on loving you._

 _You're Holy, Holy, Holy, Holy, I'm hiiiiiiigh on loving you, hiiiiiigh on loving you._

 _You made the brightest days, from the darkest nights_

 _You're the river bank, where i was baptized_

 _Cleansed from the demons._

 _That were, Killing my freedom._

 _Lemme lay ya down, Gimme to ya._

 _Get ya singing babe, Hallelujah._

 _We'll be touching._

 _We'll be touching heaven_

 _You're and angel, tell me you're never leaving_

 _Cause you're the first thing, I know i can believe in._

 _You're Holy, Holy, Holy, Holy, I'm hiiiiiiigh on loving you, hiiiiiigh on loving you._

 _You're Holy, Holy, Holy, Holy, I'm hiiiiiiigh on loving you, hiiiiiigh on loving you._

 _I don't need these stars cause you shiiine for me_

 _Life fire in my veins, you're my ecstasy_

 _You're my ecstasy!_

 _You're Holy, Holy, Holy, Holy, I'm hiiiiiiigh on loving you, hiiiiiigh on loving you._

 _You're Holy, Holy, Holy, Holy, I'm hiiiiiiigh on loving you, hiiiiiigh on loving you._

 _You're the healing hands, where it used to hurt_

 _You're my saving grace, you're my kind of church..._

 _You're Hooooolyyyyyyy..._

Loopy looked to everypony else "I'm sorry for being so rude to you guys, Maybe we can start over?"

Everypony nodded

 _I think I might like it here..._ Loopy thought

* * *

 **You have no idea how long i've been waiting to use that song fully, Anyways i hope you enjoyed this chapter! Please let me know if theres anything i can improve on!**


	4. Chapter 4

**Alright Chapter 4, 3 chapters in 1 day, i am on fire! The first 3 Chapters were set building on Loopy's and Faith's Characters, Now we will move on to the Adventures, I have some stories planned for this fanfiction, but if you have any suggestions, Feel free to PM me, or suggest it in a review**

 **Also, the song i'm using is Music In me from High School Musical 2**

 **Anyways, Be sure to Favorite and Review, it always helps out!**

 **On with the fanfic!**

* * *

Chapter 4: Loopy's Stagefright

Loopy woke up with a smile on his face, everything was perfect, He got the mare of his dreams, he's made a lot of friends, Nothing could possibly go wrong.

He didn't notice Faith run in and jump on his bed, this time he didn't fall off.

Loopy shot up and looked at Faith, then he smiled "Hey Faith, what's up?"

Faith had a huge smile on her face "Look what i found!" She showed Loopy a flyer, His eyes widened

"A Talent show?" Loopy asked

Faith nodded "I think we should both audition!" Loopy stiffened "No way!" He exclaimed

Faith heard him wrong and she replied "Way! It'll be awesome!"

Loopy then clarified "I...I don't wanna audition." Faith froze for a second "Why not?"

Loopy looked down "I-I'm not very comfortable singing in public." Loopy said, clearly embarrassed.

Faith looked at Loopy "But you sang in front of me and our friends." Loopy shook his head "That's different..."

Faith frowned "But it'll be fun!" Loopy sighed "I don't care, I'll never set foot on a stage..."

Faith then quickly grabbed his hoof and pulled him out of the house. "Where are we going Faith!?" He asked

"I'm taking you to the others." Faith said, Loopy just sighed and they went to Twilight's castle.

* * *

When Faith and Loopy entered Spike was caught by surprise. "Hey guys, what're you doing here?" Faith looked at Spike, "Mr. Stagefright here doesn't wanna audition for the talent show, so i need help convincing him."

"Hey!" Loopy said, but Faith ignored him, Spike nodded

* * *

Spike was walking with Loopy and Faith taking them to see Twilight, Spike then asked "So, Loopy has Stagefright?" Faith nodded, Loopy just looked down blushing, Spike noticed him blushing "Its okay to be afraid of singing in public, lots of people have Stagefright!" Spike tried reassuring Loopy, it didn't really work.

"I know, but... All the ponies... staring at me." Loopy said in a nervous tone

Faith simply shook her head "That's why i'm taking you to see Twilight, maybe she can help with your Stagefright!" Loopy sighed and they continued to the library

* * *

Twilight was arranging books... Again, when she heard the door open, She turned to see Spike, Along with Loopy and Faith "Oh Hi Loopy, Hi Faith, What brings you here."

Faith stepped forward and explained the situation, Twilight giggled a bit "That's completely normal to be afraid of going on stage, And i'd be happy to help in any way i can." Faith looked back to see Loopy trying to sneak out, She grabbed him by the tail and pulled him back in "Oh no you don't Loopy, You're staying here." Faith said.

Loopy let out a sigh "Why can't i just go back to sleep?" Faith chuckled then kissed him on the cheek "Because i want you to sing with me in the talent show." Loopy started blushing "But... I don't wanna audition..."

"Its best to try and get out of your comfort zone! Y'know try new things!" Faith tried reassuring Loopy

Loopy sighed and finally gave in "Fine... But if this doesn't work, i'm going back to take a much needed nap."

* * *

Twilight gathered everypony else to help Loopy conquer his stagefright.

"You guys know why you're here, to help Loopy conquer his stagefright."

Loopy rolled his eyes, Applejack, Pinkie Pie, Rainbow Dash, Fluttershy, Rarity, and Discord were all there willing to help.

"Discord, Please help me convince them i don't need to audition." Loopy begged Discord

"Sorry Loopy, but i agree with everypony, you should audition." Discord replied, Leaving Loopy speechless.

"Come on Loopy, You said you'd agree to it." Faith said

Loopy couldn't argue out of this one.

Loopy sighed "Fine..."

"Speaking of which, I have a song chosen for us to sing Loopy!" Faith said really excited

Loopy shrugged "What is the song?" He asked

Faith took out a sheet of paper and handed it Loopy, He read it over, Then smiled.

"I... Remember this song..." Loopy said

Faith was excited to sing with him

"Fine... I'll sing... but, i can't rehearse with ponies watching..." Loopy said, a slight blush of embarrassment

Twilight nodded "I understand, Do you need anything before you rehearse?"

Loopy thought about it, "I'm gonna need a piano." then he looked at Faith

"You remember how to play piano, Right Faith?" Loopy asked.

Faith nodded "I remember." Loopy smiled "Alright then, Discord if you don't mind, could you summon a piano for us?"

Discord snapped his fingers, and a piano appeared. "There ya go!" Discord said

Loopy smiled with satisfaction, then everypony except Loopy and Faith left the room, But they were still listening it.

Loopy took a deep breath and looked over the lyrics "Are you sure this is the song you wanna sing?"

Faith nodded, then started playing the piano and singing

 **Bold is Faith** _Italic is Loopy **Bold and Italic is Loopy and Faith**_ andUnderline is everypony

 **Na na na na**

 **Na na na na, Yeah.**

 **You are the music in me.**

 **You know the words Once upon a time**

 **Make you listen**

 **There's a reason.**

 **When you dream there's a chance you'll find**

 **A little laughter, or happy ever after.**

 _ **Your harmony to the melody**_

 _ **it's echoing inside my head**_

 **A single voice** ( _Single Voice)_

 **Above the noise**

 ** _And like a common thread_**

 _Mmm, You're pulling me_

 **When i hear my favorite song**

 **I know that we belong**

 _Oh, you are the music in me_

 _Yeah, It's living in all of us_

 _ **And it's brought us heeeere because**_

 _ **Because you are the music in me**_

 _ **Na na na na** (Oh)_

 **Na na na na**

 _Yeah, Yeah, Yeah **(**_ **Na na na na)**

 _ **You are the music in me**_

Loopy had momentarily forgotten about everything as He and Faith continued singing

 **It's like a knew you before we met** _(Before we met)_

 **Can't explain** _(Oh ho)_

 **There's no name for it.** _(No name for it.)_

 ** _I'm saying words i never said_**

 _And it was easy_ **(So easy)**

 _Cause you see the real me_ **(I see.)**

 _ **As i am**_

 _ **You understand**_

 _ **And that's more then I've ever known**_

 **To hear your voice** _(Hear your voice)_

 ** _Above the noise_**

 ** _And know, I'm not alone_**

 **Oh, you're singing to me!** _(Oh yeah)_

 ** _When i hear my favorite song, I know that we belong_**

 _ **Oh, You are the music in me**_

 _ **It's living in all of us and it's brought us here because**_

 ** _You are the music in me_**

 ** _Together we're gonna sing_** _(Yeah)_

 ** _We've got the power to say what we feel_ (What we feel)**

 _Connected and real_

 _ **Can't keep it all inside** (Oh yeah!)_

Faith and Loopy were singing their hearts out, as everypony slowly walked in and began singing along

Na na na na **(Oh yeah!)**

Na na na na _(Oh yeah yeah yeah!)_

Na na na na

 ** _You are the music in me!_** _(In me!)_

Na na na na **(Oh yeah!)**

Na na na na **(Oh yeah!)**

Na na na na

 ** _You are the music in me!_**

When i hear my favorite song. _(Favorite song)_

I know that we belong. **(We belong!)**

 _Oh you are the music in me._

 _Yeah, It's living in all of us, its brought us heeere because._ **(Here because!)**

 _You are the music in me._

Na na na na **(Oh yeah!)**

Na na na na **(Oh yeah!)**

Na na na na

You are the music in me...

 _Yeah..._

Everypony began applauding their performance, Loopy quickly turned and saw his friends watching them

"How long have you guys been there?" Loopy asked

"Long enough..." Twilight said, Spike went up to them "You two are such amazing singers!" Spike exclaimed causing Loopy to blush

"Well, I was born with my mothers singing voice." Loopy said

"You two are gonna kill it at the talent show!" Rainbow exclaimed

"I forgot just how fun it was to sing!" Loopy said, sounding excited

"So, are ya gonna audition for the talent show or what?" Discord asked

Loopy froze up, then pictured everypony staring at him in the crowds... then he fainted

"Okay... maybe he's not ready it." Discord muttered

Discord then snapped his fingers and poured water on Loopy, causing him to instantly shoot up, coughing a bit.

"What was that for?!" Loopy asked, Obviously ticked off

"You fainted so i thought i'd wake you up, simple as that." Discord replied

Loopy rolled his eyes then got up. "Can you please dry me off Discord?" He asked

Discord snapped his fingers and he was instantly dry.

"Don't get me wrong, I would sign up for the talent show... if i wasn't afraid of going up on stage..."

"Oh, Loopy don't worry, I just know you'll overcome you're stage fright." Fluttershy tried reassuring Loopy

"Thanks I guess." Loopy said

* * *

Loopy was sitting on a stool, trying to find the courage to go and sign up for the talent show. _Come on Loopy, you can do it... just go out there, and sign up._

Suddenly Discord popped and and decided to give Loopy a speech

"Loopy i am here to give you a motivational speech!" Loopy just rolled his eyes "Not a good time Di-"

Suddenly Discord shouted right at Loopy

"DO IT... JUST DO IT!"

"Don't let your dreams be dreams"

"Yesterday, You said tomorrow, SO JUST DO IT, MAKE YOUR DREAMS COME TRUE"

"JUST DO IT!"

"Um, Discord... How is this gonna he-" Loopy was once again Interrupted

"Some people dream of success, while your gonna wake up and work HARD AT IT, NOTHING IS IMPOSSIBLE!"

"Maybe with you, but I'm just a normal Pegasu-" Discord interrupted him for the third time.

"You should get to the point, where anyone else would quit, and YOU'RE NOT GONNA STOP THERE!"

"NO WHAT'RE YOU WAITING FOR... DO IT!"

"JUST... DO IT!"

"B-But i can't do it!" Loopy said

"YES YOU CAN! JUST DO IT!"

There was a pause and then Discord finished his speech off.

"If you're tired of started over... Stop. Giving. Up"

Loopy suddenly got a burst of confidence. "Y'know what? YOU'RE RIGHT!" Discord smiled "Of course I'm right! YOU GOTTA JUST DO IT!"

And with that Loopy ran off to sign up for the talent show

* * *

Loopy and Faith walked up to sign up for the talent show. "You sure you're ready Loopy?" Faith asked

Loopy nodded "I think i am ready."

Faith and Loopy went up and auditioned, Singing the song they rehearsed before.

Once they called Loopy and Faith onto the stage, Loopy had finally mustered up the courage to sing in front of ponies.

 _I can do this..._ Loopy thought to himself

* * *

After Loopy and Faith finished singing they stood and waited for the ponies to tell them if they were in the talent show, Loopy looked and saw his friends, they were sweating like pigs hoping he'd make it in.

One of the ponies stood up "Congratulations, you both are in for the talent show!"

Faith then tackled Loopy into her signature bear hug

"WE DID IT!" Faith yelled, Loopy chuckled "Yeah we did."

They walked off happily their friends ran up and congratulated them

"Congratulations you too!" Twilight exclaimed

"Thanks!" Loopy said

Discord patted Loopy on the back "Guess my speech worked for ya huh?"

Loopy nodded, a bright smile on his face

Loopy and Faith said their goodbyes and went home.

* * *

Loopy was fast asleep, but Faith was wide awake, She was eager to go to the talent show with Loopy

Faith tapped Loopy on the shoulder and he woke up, slightly awake "What is it..." He said, extremely tired

"When do you think they'll plan the Talent show Loopy?" Faith asked, still full of energy

Loopy shrugged "sometime in the wekenf..." Loopy said the last word very poorly

Faith tried her hardest to hold in her laugh, but failed

Loopy then asked "What're you laughing at?"

Faith wiped a tear away "W-WEKENF? HAHAHAHAHAHAHAHAHAHAH" She was laughing uncontrollably

Loopy stared at her blushing, clearly embarrassed

As soon as Faith stopped laugh she looked at Loopy "Don't worry, You're tired so i understand why you said it like that" Faith then kissed Loopy "Good night."

"Good night Faith" Loopy said

* * *

 **Yup, The singing scene with Loopy and Faith is based off of a scene from High School Musical 2, the talent show will take place 2-3 chapters later, maybe further, but in between we will have a story which i am dying to experiment with, no spoilers though, cause i'm evil, Muahahahahahahha~**

 **Also yes, i added the Shia LaBeouf Motivational speech, Just call him Discord LaBeouf :P**

 **#JUSTDOIT**

 **Anyways I'll probably work on the next chapter today, then release it tomorrow most likely, maybe today if i finish it before bed.**

 **Thanks for reading, catch ya later!**


	5. Chapter 5

**Hello once again everypony! I am super excited for this chapter, this is a story I've wanted to do for a few days now, finally here we are, not gonna spoil to much, all i'm gonna say is, Beware of cuteness**

 **On with the fanfic!**

* * *

Chapter 5: The youth spell

Loopy was starting to get more acquainted with the girls, Loopy decided to help the girls with anything they needed, He was currently with Twilight in the library, Twilight was reading spell books and Loopy was there as a pony to test the spells on. (Well the safe spells)

Loopy was standing next to Twilight, watching as she looked through a spell book.

Twilight instantly stopped on a page, Loopy saw her stop at a page

"What spell are you looking at?" Loopy asked, Twilight looked up "This spell seems interesting." Twilight said, Loopy seemed curious so he leaned in to get a better look. Loopy's eyes widened "A youth spell?" Loopy asked

Twilight nodded "It says, 'In order for it to work, the caster has to imagine the age they want to transform the pony too, You can't make someone older with this spell.'" Twilight said reading the book

Loopy then asked "Is there a reversal spell then? cause it said it only makes one younger, it doesn't make one older." Twilight shrugged "It's probably in the book, I'll find it after i test the spell" Twilight replied, _She sounds a little careless today._ Loopy thought to himself, but he nodded, willing to help Twilight anyways

"Stand over there and I'll cast it." Twilight said, Loopy nodded and stood where she told him to stand.

"Ready?" Twilight said, Loopy gulped "Y-Yes, I'm ready..." Twilight nodded and began to charge the spell.

It was ready to be fired "Get ready." Twilight said, Loopy nodded and closed his eyes.

But as Twilight shot the spell at Loopy, Discord Popped in, Standing right in front of Loopy "Hey, What're you two up too?" Loopy quickly opened his eyes "Discord look out!" He shouted, but he was too late, the spell hit Discord and then there was a bright flash.

* * *

Loopy was no longer blinded, He opened his eyes "Discord?" He called out to him

Twilight opened her eyes as well. "Where did Discord go?" Twilight asked

Loopy looked around, then he heard giggling _A baby giggle?_ He thought, he kept looking, then he saw a little baby draconequus floating above Twilight. "Um... Twilight, Look up..." Twilight looked up and was shocked to also see the baby draconequus floating above her "Don't worry i can fix this." Twilight said and began looking through her spell book, Loopy flew up and grabbed the now Baby Discord, and cradled him in his hoof as Twilight kept looking through her spell book.

"Any luck?" Loopy asked, Twilight shook her head, Loopy heard her muttering something _"It's gotta be in here, It's gotta be in here..."_

Twilight closed the book immediately and went to quickly grab a bunch of spell books, She then placed them on the table.

"Help me look for the reversal spell!" Twilight said, sounding desperate, Loopy nodded and quickly started looking

* * *

After 3 hours, Twilight and Loopy looked through every spell book she could think of, and found nothing.

Twilight put her face in her hooves "Its my fault, i should have checked to see if there was a reverse spell in the first place." Loopy walked over "Don't worry Twilight, its just one of those days."

"Still, I can't fix it..." Twilight said, Completely giving up.

Loopy then got an idea "Twilight, what if we ask Princess Celestia if she knows how to reverse it?"

Twilight looked up and nodded "Good idea, I'll send a letter to Celestia right away and tell her that we're coming over to visit."

"Should we also send letters to the others?" Loopy suggested, Twilight nodded "Yes, we need everypony here."

Loopy nodded "I'll keep an eye on Discord until they arrive." Twilight nodded

* * *

Loopy was holding Baby Discord in his wing as he was waiting for the others to get here, he was currently in the library, as it was the quietest place to be. "Y'know, you're pretty cute as a Baby." Loopy said as he was rocking him back n forth.

* * *

Pinkie, Rarity, Rainbow, Applejack, Fluttershy, Spike, and Faith were waiting for Twilight to enter

"What do you think Twilight wants?" Rainbow asked

I don't know, I hope nothing bad happened." Faith replied

"I completely agree with you darling." Rarity said

Twilight soon walked in and everypony went quiet "You all are probably wondering why I've asked you to come here."

"Well duh." Rainbow said

"What's happened Twi?" Applejack asked

"Instead of telling you, I'll show you." Twilight said, she walked back to the doors and opened them, Loopy walked in holding something in his wing.

"What's Loopy holding in his wing?" Fluttershy asked

Loopy moved his wing to reveal a baby draconequus sleeping in his wing, everypony gasped at the sight.

"Is that Discord?" Rainbow asked in disbelief

Twilight nodded

Pinkie Pie screamed "AWWWW HE'S SO CUUUUUTE!" Everypony then shushed her and Pinkie immediately covered her mouth, Discord was still asleep thankfully.

"What happened to Discord?" Fluttershy asked

Twilight quickly explained the situation.

Pinkie gasped "So You and Loopy were in the library looking at new spells to try when you found a youth spell then you were gonna test it on Loopy but then Discord teleported in and got in the way of you causing him to be transformed into a baby?!" Pinkie said

"That's the gist of it." Twilight said, Faith immediately walked over to Loopy and looked at the baby draconequus in his wing, "He's so adorable!" Faith said.

"Me and Loopy are going to see Princess Celestia about how we can reverse the spell." Twilight said, "Yeah, if anypony can figure out how to fix this, its Princess Celestia." Loopy exclaimed

* * *

Loopy and Twilight were on the train, "So what would we do if there isn't a reversal spell?" Loopy asked, "there has to be a reversal spell Loopy." Twilight insisted, sounding worried, Loopy looked down at the baby draconequus in his hooves, Discord slowly opened his eyes, Loopy smiled. "You're so adorable." Loopy said as he tickled Discord, causing him to giggle.

* * *

Twilight and Loopy walked into the Palace, the guards let both of them through. Twilight seemed nervous, so Loopy walked over to try and calm her down. "What's up Twilight?" Loopy asked, Twilight looked down at the ground, "This is all my fault, i was careless..." Twilight said, "Stop blaming yourself Twilight, Everypony gets careless every now and then."

Twilight looked a little better "Y-You're right."

"I know I'm right." Loopy exclaimed

Twilight laughed

* * *

Soon they were at the doors to the throne room, Twilight and Loopy both entered to see Celestia sitting at her throne. _Seems like she was waiting for us..._ Loopy thought.

"Twilight, My faithful student, it's so good to see you, and you must be Loopy, Twilight has told me a lot about you." _Twilight... Told Celestia, About me!?_ Loopy thought to himself

Celestia smiled "So, what is it you wanted to tell me Twilight?"

Twilight explained the situation to Celestia

"Sorry Princess, I was careless and didn't make sure there was a reversal spell before i cast it."

"It's alright Twilight, Everypony makes mistakes." Celestia said with a smile

Loopy walked up holding Discord in his wing "Is there a Reversal spell Princess?" Loopy asked

Celestia shook her head, "None that i know of, however there is another way to fix this."

Loopy and Twilight sighed with relief, they were worried they couldn't fix it.

"There is a potion that can reverse the spell, though I don't know if our library has the recipe for it." Celestia said

"Then how will we make the potion?" Loopy asked

"I'm sorry I can't be of anymore assistance." Celestia said with a frown

"Don't worry Princess, i'm pretty sure we can figure out the recipe... Hopefully." Loopy muttered the last part

Twilight wasn't as worried now that she knew there was a way to reverse it, but she was worried about how long it would take.

"Well if it's gonna take awhile, we need somepony to take care of Discord in the meantime." Loopy suggested

"Oh yeah i had forgotten about that!" Twilight replied

"I'm willing to take care of Discord until then." Loopy said

Twilight seemed skeptical about it though, "Are you sure you wanna do that Loopy? I mean, Discord isn't a normal foal, it'll be hard to take care of him." Twilight said

"Don't worry Twilight, i won't do it alone, I have Faith to help." Loopy said

Twilight shrugged "Eh, Why not."

Celestia smiled "Good luck you two."

And with that, Twilight and Loopy left to head back to Ponyville.

* * *

Twilight and Loopy told everypony what Celestia said.

Faith was the first to speak up. "So lemme get this straight, Twilight is gonna work on the potion to reverse the spell on Discord, and while she's doing that, Loopy and I will be taking care of him?" Loopy nodded

"I am perfectly fine with that." Faith said

"The question is, Are the rest of you willing to help us when we need it?" Loopy asked the others

Everypony nodded

"Then it's settled." Loopy said

"I look forward to taking care of this bundle of joy." Faith exclaimed, Tickling Discord's belly, causing him to let out an adorable laugh.

* * *

Loopy went home with Discord while Faith went to buy baby stuff so they could be prepared.

Loopy sat on the couch with Discord in his hooves, Loopy was slowly rocking Discord

"You are so adorable as a baby." Loopy said softly "I think i'm gonna enjoy taking care of you..."

 _15 minutes later_

Discord was beginning to get fussy, "Aww, Are you hungry?" Discord whimpered, Loopy took that as a yes.

Loopy went to the fridge to get some milk, but then remembered they didn't have a bottle for Discord

 _Hurry up Faith._ Loopy thought to himself

Faith entered the house with a few bags, then Loopy sighed with relief. "Perfect timing Faith, Discord was getting hungry."

Faith smiled. "Can you help me put this stuff up Loopy?" Loopy nodded, walking over with Discord in his wing.

He began to help put stuff up, afterwards, he went to the fridge opened it and grabbed some milk, then he put it in the baby bottle, and warmed it up.

Loopy then went back to the couch and gave Discord the bottle, He began drinking it.

After it was empty, Loopy put Discord over his shoulder and began patting his back, Discord burped and then Loopy cradled him in his hooves again.

"Loopy, can you build the crib for me?" Faith said, Loopy nodded, he put Discord on the floor and gave him a few toys while he went to build the crib. "Can you keep an eye on Discord while i build it?" Loopy asked, Faith nodded with a smile on her face

Faith began assembling the high chair while keeping an eye on Discord.

Discord crawled over to Faith and looked at her.

Faith smiled "You are so cute." she then tickled Discord causing him to giggle and swing his arms and legs around, Faith smiled.

* * *

Meanwhile Loopy was assembling the crib, he put it in his room he would have turned his room into Discords room and then slept with Faith, but they tried sleeping with each other last night and Faith felt uncomfortable with Loopy sleeping next to her.

Loopy wiped sweat off his brow, the crib was finished.

He then walked into the living room.

When he entered he saw Faith having a hard time assembling the high chair, Loopy smiled _She never was very handy with tools._ Loopy thought to himself

He walked over to Faith "Need any help?" Faith turned and nodded "Yeah, I'm not the building type." Faith said

Loopy nodded and started working on the high chair.

Faith went to play with Discord since he seemed to be getting a bit lonely, Faith sat down in front of Discord and began playing peek-a-boo

Loopy looked at Faith and smiled

Faith covered her face, then quickly uncovered it "Peek-A-Boo!" Discord fell on his back giggling like crazy.

Faith covered her face again, then quickly uncovered it again "Peek-A-Boo!" Discord couldn't stop giggling.

* * *

"Okay, the high chair is finished." Loopy said

Faith nodded, cradling Discord

"Well it's getting late, we should probably get to bed" Faith said

Faith handed Discord to Loopy. "Good night." Faith said as she walked off to her bedroom.

Loopy went to his bedroom to put Discord to sleep, But Discord didn't wanna go to sleep.

"Discord, You have to go to sleep." Loopy said, But Discord was full of energy.

Loopy began rocking Discord back and forth trying to put him to sleep

Discord still wasn't tired.

Loopy sighed _There's no pleasing him is there!?_

Loopy then started humming as he was rocking Discord.

Discord's eyes were starting to droop. _It's working!_ Loopy thought

He continued humming and rocking him back n forth slowly

Eventually Discords eyes closed completely and he was asleep.

 _Finally._ Loopy thought

Loopy carefully put Discord in his crib and put his blanket over him, then Loopy kissed his forehead.

"Goodnight, Discord..." Loopy said as he climbed into his bed and slowly fell asleep.

* * *

 **Yeah, This was essentially "Play time with Baby Discord" Next chapter Most likely will be the last for this short adventure, though it'll probably have a Time skip for like a few weeks to when Twilight does finish the potion, Chapter 7 will most likely be the chapter for the Talent Show**

 **#TalentShowHype**

 **Anyways, hope you enjoyed! Be sure to favorite and review, I'll see ya next time!**


	6. Chapter 6

**Hey guys, Here's the next Chapter! there will be a Time skip in this chapter to when Twilight finishes the potion and they turn Discord back into his adult self, cause if i didn't add a skip, then this chapter would either be super long, or I'd have to write another couple chapters.**

 **I really enjoyed writing Loopy in this chapter. :P**

 **There will also be an important announcement regarding my schedule for updating this fanfiction, so be sure to read the very end!**

 **Anyways be sure to favorite and review**

 **ON WITH THE FANFIC!**

* * *

Chapter 6: Parenting Instincts

Loopy was awoken to the sound of crying coming from the crib, _The hard part of parenting... begins._ Loopy thought to himself

Loopy got out of bed and walked over to the crib, He then picked up Discord

"Shhh, It's okay, I'm here..." Loopy said softly, rocking him back and forth, Loopy tried to calm him down, But it wasn't working very well, _What does he want!?_ Loopy thought to himself

Loopy then remembered something, Loopy put Discord back in his crib and then went to his closet to pull out a stuffed bear he had owned when he was young, _For once i'm glad my mom put this in my suitcase..._ Loopy thought to himself

Loopy went back to the crib and showed Discord the stuffed bear, Discord stopped crying and looked at the bear, "This is Mr. Bear, He was mine when i was younger!" Loopy exclaimed "Though I've kind of grown out of him."

Discord wasn't crying, but he wasn't exactly happy either, so Loopy began making a fake voice for the bear and said. "Hey there Discord, I'm Mr. Bear!" Discord was giggling now, Loopy handed Discord the stuffed bear and He hugged it, then Loopy began humming to Discord to get him to sleep, Discord laid down on his side still holding the bear and slowly closed his eyes, Loopy put the blanket over him and kissed his forehead.

Loopy walked back to his bed and fell asleep

* * *

The sun shined down on Loopy causing him to wake up, He looked over to the crib, Discord was still asleep, Loopy smiled, He walked over to the crib "Discord, Wake up." Loopy said softly, Discord yawned then opened his eyes, Loopy smiled then picked up Discord with his wing, then he walked into the living room

Loopy saw Faith there as well "Good morning Faith!" Loopy said, Faith smiled at Loopy "Good morning Loopy." Faith said, sounding kind of tired.

"Did you sleep alright?" Loopy asked,

"Yeah, I'm just not a morning person..." Faith said,

Loopy smiled "Hey Faith? Can you get the baby food for me? I need to feed Discord."

Faith nodded and went to the kitchen, Loopy placed Discord in his high chair.

Faith put the Baby food in a bowl and handed it too Loopy along with a spoon.

"Thanks Faith." Loopy smiled

Loopy grabbed the spoon of food "Open wide Discord." Loopy said, But Discord turned his head.

Loopy sighed "Come on Discord, You need to eat..." Discord just kept his head turned

Loopy decided to try a different tactic, then he had an idea.

"Hey Discord." Loopy said, causing Discord to turn his head with curiosity.

Loopy then pretended the spoon was a train "Here comes the train!" Loopy then started making train noises,  
Discord was clapping and giggling.

"Come on Discord, the train needs to reach its destination!" Loopy exclaimed, It seems it was working cause Discord opened his mouth and ate the food

Loopy was smiling

After a few minutes, Discord had eaten all his food, Loopy smiled and the took the bowl to the sink to wash later

Loopy then wiped the baby draconequus' face.

Suddenly, Discord had a magical surge and then Loopy fell to the roof of the house.

"AHH!" Loopy yelled

"What happened?!" Faith asked

"Discord had a magical surge!" Loopy replied

Discord was floating in the center of the room giggling

Loopy sighed _I wonder how Twilights coming along with that potion..._ Loopy thought to himself

* * *

Twilight was at a desk mixing various ingredients, trying and get a reaction

When nothing happened, she tried again, determined to make reverse the spell.

Twilight let out a yawn, she was getting tired, She was up late last night trying to make the potion

 _This is gonna take awhile..._ She thought to herself

Spike walked in looking concerned "Twilight you should get some rest, you've been at this for awhile."

Twilight shook her head. "This was my mistake, I have to fix it." Twilight said, still blaming herself for what happened

Spike however just shook his head "Twilight, you can continue after you rest."

"But Spike..." Twilight said, Spike shook his head again "Twilight, I'm saying this cause i care about you." Spike said concern in his eyes

Twilight sighed then nodded, show walked away from her desk to sleep for awhile

* * *

 _Later that night_

Twilight was once again at her desk trying to create the potion

After 5 minutes of trying, She finally got a reaction _I think i'm onto something!_

 _2 weeks later_

Loopy was outside with Discord, Loopy was enjoying nature, when his eye caught something that was strange.

Loopy saw a forest that was unlike anything he's ever seen, However he wasn't sure if he should head in so he decided to ask the others about it later.

Loopy was sitting on the ground simply taking in the nature.

"Thought i'd find you two here." Loopy turned to see Faith, Loopy smiled "Hi Faith, What's up?"

Faith smiled "Well, I'm sure you're aware, the Talent show is in a few days..." Loopy smiled "Yeah, I'm still nervous, But i'm excited."

Faith nodded, but soon her eyes went wide then she asked, "Um Loopy? Where's Discord?" Loopy turned to where Discord was sitting but he wasn't there? _Shit shit shit shit SHIT!_ Loopy started freaking out

"Craaaaaap... This isn't good." Loopy was hyperventilating.

Faith helped him calm down "Okay, Deep breaths Loopy." Loopy started taking deep breaths

"Now, I'm sure we'll find him." Faith reassured him, But Loopy began freaking out again

"What if he was kidnapped, Or he fell into a well, or he was eaten by a creature!?" Loopy was acting like an overprotective mother

He began running, "Loopy where are you going!?" Faith asked "I'm heading to Twilight's castle!" Loopy shouted back at Faith, She soon ran after him

* * *

Loopy ran into the castle, he ran into Spike on the way, they both fell on the ground.

Spike sat up and looked at Loopy "Loopy, What's wrong?" Loopy was freaking out, The only thing he said was "Take me... to Twilight." Loopy said in between a breath, Spike nodded seeing the worry in his eyes.

Soon Spike took an agitated Loopy to Twilight, She looked at Loopy, Ignoring the fact he was freaking out.

"Loopy! Great timing, I just finished the potion to turn Discord back to an adult!" Twilight then took a good look at Loopy "Hey what's wrong?"

Loopy took a deep breath and spoke at the speed of Pinkie "SOIWASOUTSIDEWITHDISCORDWHENFAITHFOUNDMEANDTHENAFTERWETALKEDABITWELOOKEDANDSAWDISCORDMISSINGANDNOWI'MFREAKINGOUT!" Loopy said

Twilight couldn't understand him. "Calm down Loopy... What's going on."

Loopy took a deep breath "Discord's missing."

* * *

Twilight gathered everypony immediately and told them the situation

Everypony's eyes were wide open

Loopy was shaking like crazy, worried about what might happen to Discord

Fluttershy walked over and put a hoof on his shoulder, Loopy looked over at Fluttershy "Don't worry Loopy, I'm sure we'll find him."

Loopy calmed down a bit

Twilight then spoke up "Alright so we'll split up search around Ponyville right?"

Everypony nodded, Loopy was too agitated to say anything

* * *

Loopy, Fluttershy, Twilight and Rainbow Dash took the skies to search around while Rarity, Applejack, Pinkie Pie and Faith searched on foot

After about 2 hours they all met back in the middle of town.

"Did you find him?" Loopy asked in a very worried tone

Everypony shook their head

Loopy's ears drooped then suddenly he ran off

* * *

Everypony found Loopy sitting on a hill crying his eyes out, Faith walked up to him and put a hoof on his shoulder. "Are you okay Loopy?"

Loopy looked back at Faith, his eyes red from the crying "I'm a terrible parent, AND a terrible friend."

"I made a promise to myself to protect him, But... I failed." Loopy began sobbing again

Faith started hugging Loopy "It's okay Loopy, We'll find him."

Loopy looked back up "But, Discord is my best friend, if anything happens to him..." Loopy then put his head back down and continued sobbing

"But we've looked all over ponyville!" Rainbow exclaimed

Loopy's head instantly shot up "Not everywhere." Then his head turned to the creepy looking forest to his right.

"The Everfree forest!?" The mane 6 said at the same time

"Whats wrong with that forest?" Faith asked

Twilight then started explaining "The everfree forest is home of many dangerous creatures, I'm afraid that Discord may be in serious danger."

Loopy instantly shot up and ran into the Everfree alone. _Hang in there Discord..._ Loopy thought to himself, Not caring what happens to him

"Loopy!" Faith shouted, But Loopy was already in the forest

Everypony began running after him

* * *

Loopy was running when he suddenly heard crying, He instantly made a sharp turn and went in the direction of the crying. _I'm coming Discord..._ Loopy thought to himself

Loopy stopped to see the baby draconequus surrounded by Timberwolves, Loopy instantly flew to Discord and stood in front of him in a defensive position. "STAY BACK!" Loopy shouted, More focused on protecting Discord

 _Shit! I'm surrounded!_ Loopy thought to himself, Loopy looked behind him Discord was okay, Loopy picked Discord up and started cradling him, _I'm sorry Faith..._ Loopy closed his eyes and prepared for the worst, But then he heard a pop and several mares gasping, He opened his eyes to see everypony staring at him

"Loopy!" Faith yelled with tears in her eyes, She instantly pulled him into a hug

"Don't... ever do that... Again!" Faith said, crying tears of joy

"But how did you get here?" Twilight asked

Loopy looked down at Discord, who was giggling. "I think Discord had a magical surge, and at the best possible time."

"Hey, Let's get out of here before the Timberwolves find us." Rainbow said

Everypony nodded and walked out of the forest

* * *

Everypony went back to Twilight's castle, Twilight had the potion ready "once Discord drinks this, it should reverse the spell."

Loopy nodded cradling Discord, he gave him the potion and then put Discord on the ground.

Soon there was a flash and when everypony opened their eyes Discord was back to normal!

"Hey. What did i miss?" Discord asked scratching his head

Loopy couldn't help but laugh "Not much."

Discord looked confused "How long has it been?"

"Two weeks." Loopy said

Discords eyes widened "TWO WEEKS!?"

Loopy nodded "I'll explain everything later."

Discord smiled "You better..."

Everything was back to normal...

* * *

 **I had so much fun writing this story, I loved writing Loopy as an overprotective parent :P**

 **If you wanna know what happened between the 2 weeks Loopy was taking care of Baby Discord, It was pretty normal, Except for the many magical surges Baby Discord had. :P**

 **Also one more thing, Starting tomorrow, I will now be updating the fanfiction on Monday's, Wednesday's and Friday's, If i miss one of those dates, The fanfiction most likely will be updated the following day.**

 **Anyways, Next chapter is the Talent Show, I'm really excited for it, but until then, Be sure to Favorite AND review, I'll catch you all LATER!**


	7. Chapter 7

**It's finally here, The moment we've been waiting for... THE TALENT SHOOOOOOOWWWWWW,  
** **I am SUPER excited to be writing this.**

 **Can Loopy truly conquer his Stagefright?**

 **We'll have to find out...**

 **Anyways without further adieu**

 **LET'S GET THIS SHIT STARTED!**

 **Sorry i got really pumped for a second there.**

 **ON WITH THE FANFIC!**

* * *

Chapter 7: The talent show

Loopy was at sitting in the living room with Discord, Filling him in on what happened when he was a baby.

Discord was currently laughing uncontrollably. "So lemme get this straight... I had a magical surge, and flipped your house... UPSIDE DOWN?" Loopy nodded, "Not only that, but you turned Faith into an orange which we had to get Twilight to fix, You turned your crib into a candy cane crib, and you brought your toys to life." Loopy said

Discord was laughing hysterically. "HAHAHAHAHAHAH, OH MY SIDES!" Loopy just shook his head smiling

Faith walked in smiling "You two seem to be having quite the conversation." Loopy smiled back "Yeah, I was filling Discord in on what happened when he was a baby." Faith then remembered why she came in. "Oh yeah, Loopy I'm sure you're aware the Talent show is tonight." Loopy nodded

"Well, it slipped my mind before with all that happened but, We're gonna have to learn a new song for the Talent show." Faith said

Loopy was confused "But i thought the song we rehearsed before was fine." Faith shook her head "Turns out we have to learn a new song for the talent show, and by tonight as well."

Loopy's eyes went wide. "So you're saying, I have to learn a new song... BY TONIGHT!?" Faith nodded

"Okay... the nervous feeling is back..." Loopy said, Discord patted him on the back "Hey, don't worry, I'm sure you can learn it in time!" Discord tried reassuring Loopy.

"B-But what if i mess up!?" Loopy asked

Faith put a hoof on Loopy's shoulder "Don't worry about it, You'll be fine!"

Loopy and Faith heard a knock on the door, Faith answered it, Twilight was standing there, she seemed excited about something.

"Hey guys! I have big news! I invited the Princesses to the talent show! they said they look forward to seeing you two perform!" Loopy's eyes went wide, "A-Am i looking up? Cause i see stars..." Loopy then fainted

Discord rolled his eyes and snapped his fingers, pouring icy water on Loopy this time, He shot up shivering "D-D-D-Discord! t-t-t-that w-w-w-water is f-f-f-freezing!"

Discord snapped his fingers again and Loopy was dry, Faith put a blanket over him to warm him up.

"Discord? can you summon a piano here? Loopy and I have to rehearse." Faith asked

Discord snapped, summoning a Piano "Do we need to leave as well?" Discord asked

Loopy shook his head "You can stay if you want, I need to get used to people watching me anyways."

Twilight and Discord sat on the couch watching as they rehearsed

* * *

Loopy peaked out of the curtains, _There are so many ponies!_ Loopy thought to himself, He looked and saw Celestia and Luna in the back, Loopy gulped and pulled his head back in.

Loopy was extremely nervous, he was shaking

Faith walked up to him and tried calming him down "Loopy, It's okay, I'll be on stage, singing along with you."

Loopy took a deep breath _I can do this, I can do this..._ He kept repeating in his head

Loopy saw his friends enter to give him some words of confidence

"You got his Loopy!" Rainbow said

"Yes darling! you just gotta believe in yourself!" Rarity added

"You have an amazing voice Sugarcube, Ya just gotta have confidence!" Applejack exclaimed

"you can do this Loopy, woo." Fluttershy cheered really softly

"Yeah! You can do it Loopy, even though if you fail you'll completely humiliate yourself in front of everypony!"

"Pinkie!" Everypony exclaimed

They looked back and Loopy looked even more nervous then before

Discord put his paw on his shoulder "Don't worry Loopy, We'll be in the audience cheering you on." Discord said

Loopy stopped shaking _That's right, My friends are always there for me, no matter what._

* * *

Loopy and Faith were ready, once they heard them call their name they walked out on stage, Octavia was at the piano, Faith handed her the lyric sheet with the notes, Octavia nodded and was ready to play the song they had rehearsed.

Loopy slowly stared out into the audience, at first he froze up, but then he saw his friends, Discord was giving him a thumbs up.

Loopy took a deep breath and nodded to Faith, letting her know that he was ready, Octavia began playing the piano

 _Italic is Loopy_ **Bold is Faith _Italic and Bold is both of them_**

 _We're soarin', Flyin'_

 _There's not a star in heaven,_

 _That we can't reach._

 **If we're trying,**

 **So we're breaking free.**

Faith and Loopy began walking out to center stage together

 _You know the world can see us,_

 _In a way that's different than who we are._

 **Creating space between us,**

 **'Till we're separate hearts**

Loopy felt his heart racing, _I can do this..._

 _ **But your faith, it gives me strength,**_

 _ **Strength to believe...**_

 _We're breaking free!_

 **We're soarin'**

 _Flyin'_

 ** _There's not a star in heaven_**

 ** _That we can't reach._**

 _If we're trying!_

 _ **Yeah we're breakin'** **free!**_

 _Oh we're breakin' free_ **(Ohhhh)**

Loopy was smiling, He didn't care that there were ponies watching him, he was just enjoying himself.

 _Can you feel it building,_

 _Like a wave the ocean just can't control._

 **Connected by a feeling**

 **Ohhh, in our very soul** _(Very soul, Ooooh)_

 ** _Rising 'till it lifts us up,_**

 ** _So every one can see..._**

 _We're breakin' free!_

 **We're soarin'!**

 _Flyin'!_

 ** _There's not a star in heaven that we can't reach!_**

 _If we're trying!_

 _ **Yeah we're breaking free!**_

 _Oh, we're breaking free **(Ohhhh)**_

 **Runnin'!**

 _Climbin'!_

 _To get to that place,_

 ** _To be all the we can be!_**

 _Now's the time!_

 ** _So we're breaking free!_**

 _We're breaking free!_ **(Ohhh, yeah.)**

 _More then hope!_

 _More the faith!_

 **This is true!**

 **This is fate!**

 **And together!**

 _ **We see it comin'!**_

 _More than you!_

 _More than me!_

 **Not a want!**

 **But a need!**

 _ **Both of us breakin'** **free!**_

Loopy took Faiths hoof as she stood on her hind legs and then Loopy quickly pulled Faith, Causing her to twirl, Everypony cheered at the sight of that.

 **Soarin'!**

 _Flyin'!_

 ** _There's not a star in heaven,_**

 ** _That we can't reach!_**

 ** _If we're trying!_**

 _Yeah we're breaking free._ **(Breaking free!)**

 **We're runnin'!**

 _Ohhhh, cilmbin'!_

 _ **To get to the place,**_

 ** _To be all that we can be!_**

 ** _Now's the time!_** _(Now's the time!)_

 **So we're breaking free.**

 _Ohhh, We're breaking free!_ **(Ohhhh)**

 _ **You know the world can see us,**_

 _ **In a way that's, different than who we... are...**_

Everypony began cheering at their performance, Loopy and Faith then walked to back stage

* * *

Loopy saw everypony run up to him

"That was amazing you two!" Twilight exclaimed

"I knew you had it in ya." Discord said patting Loopy's back

"You're 20% cooler in my book!" Rainbow exclaimed

Loopy began blushing "Thank you guys for helping me in the first place, I really owe you one."

Faith instantly pulled Loopy into a kiss

Faith pulled back smiling "You were amazing out there."

"You were too Faith." Loopy said

"That was an amazing performance Loopy." everypony turned to see Celestia and Luna, Loopy smiled

"Thanks Princess, but..." Loopy turned to his friends "If it wasn't for my friends, i would be napping right now."

"And besides, They haven't announced the winners yet!" Faith said

* * *

Loopy and Faith were waiting on stage with the other ponies who auditioned and got in.

"All of you casted your votes we've counted them, The winner of the talent show is..." The announcer said

Loopy and Faith were shaking

"Loopy and Faith!" The announcer exclaimed

Faith pulled Loopy into her signature bear hug.

"We won!" Loopy exclaimed

Loopy turned to see his friends cheering, he was smiling at them

"Why don't they come and say a few words?" The announcer said

Loopy and Faith walked up to the stand, Loopy stood there and started talking

"I'd just like to thank my friends for helping me find the courage to conquer my stage fright, if it wasn't for them, i wouldn't be here..." Loopy said looking towards his friends smiling. "I don't really know what else to say except... Thank you."

Everypony cheered as Loopy stepped down

The announcer then handed Loopy a first place trophy, Loopy took it in his hooves smiling.

* * *

Soon after the Talent show ended, Pinkie threw a 'Congratulations-On-Winning-The-Talent-Show' party.

Loopy was sitting with Discord, He was really starting to grow on him

"I hope you realize that it was me who helped you come out of your shell and audition." Discord exclaimed

Loopy laughed "It was you AND everypony else." Discord was laughing along with Loopy

Loopy then looked at Discord "So... What now?" Discord then had a mischievous grin on his face. "I have this big prank planned, and i was wondering if you'd like to come and watch the prank in all it's glory!" Discord exclaimed

Loopy was a bit reluctant _Well... As long as nopony gets hurt..._ Loopy thought, then smirked "Do you even need to ask?"

"I'll take that as a yes?" Discord asked

"Of course!" Loopy exclaimed

Faith then walked over to Loopy "Hey Loopy, wanna sit outside with me?" Faith asked

Loopy looked at Discord, He gestured him to go on, Loopy smiled and then nodded

* * *

Faith and Loopy were sitting on their porch outside, looking at the stars, Faith turned to Loopy.

"This was such an amazing night..." Faith said

Loopy nodded "I agree... but i know what can make this night even better." Loopy said with a smirk

Faith looked at him, then her eyes widened. "We're way too young to do that!" Faith exclaimed

Loopy was confused, Then his eyes widened as well "Wait, you were thinking that i wanted too... OH SWEET CELESTIA NO!" Soon Loopy was as red as a tomato

Faith sighed with relief "Then what did you mean?" Loopy smiled "This..."

Then Loopy pulled Faith into a kiss, they closed their eyes and enjoyed the moment alone.

* * *

 **Hope you all enjoyed this chapter! The song was Breaking free from High school musical 1, it was my favorite song in the entire trilogy and i thought it fit so well.**

 **Loopy and Discord really are best friends, FOR NOW... Nah I'm kidding, OR AM I? Yes i am... though Loopy will end up getting mad at Discord at SOME point... What? You expected me to write them in a way so they'll never get into fights? Well i got news for you, Friends almost always get into fights. Or some form of argument.**

 **Anyways thank you for reading this chapter, be sure to favorite and review! I'll see ya later!**

 **This is Robert, Signing off!**


	8. Chapter 8

**Chapter 8 is finally here! I had trouble debating what i should make this chapter then i decided its time to bring together my number 1 favorite MLP Ship, though under different circumstances. :)**

 **Be sure to favorite and review!**

 **And ON WITH THE FIC**

* * *

Chapter 8: Discord's sick day

Loopy was in bed, Finally having the time to relax, it was short lived though as a certain draconequus decided to pop in, Loopy sat up and looked at Discord

"Whatever you want Discord, can't it wait till tomorrow?" Loopy asked

Discord shook his head "Sorry i can't wait tomorrow." Loopy rolled his eyes "Well too bad, come back tomorrow." Loopy laid back down on his bed.

Discord crossed his arms, after about 15 seconds, Discord snapped his fingers and then a bucket of hot water poured on Loopy, He jumped up screaming.

"OW, HOT HOT HOT HOT!" Loopy then turned to see Discord still there.

"Okay, First its normal water, then its cold water, AND NOW HOT WATER!?" Loopy exclaimed, Discord ignored him and just grabbed Loopy and looked him in the eyes. "How do you do it?" Discord asked, Loopy had a confused look

"W-What?" Loopy asked

"How do you get a mare to love you?" Loopy's eyes went wide "Is this about Flu-" He was cut off by Discord covering his mouth. "SHHHHH, Somepony could be listening in..." Discord darted his eyes around suspiciously.

"B-But Faith is gone right now, We're the only two here!" Discord looked back at him "That's just what they want us to think..."

Loopy rolled his eyes "Can you please, let go now?" Discord nodded letting go of the Pegasus, "So you want to go on a date with Fluttershy huh?" Loopy said, Discord nodded "I need your knowledge on being romantic Loopy, Please?" Discord was practically begging Loopy.

Loopy thought about it "How much do you love her anyways?"

"I...I love her more then chaos itself..." As Discord said this his face flushed a bright red.

Loopy smiled. "Alright Discord, I'll help ya out."

Discord pulled Loopy into a hug "Oh THANK YOU! You're the bestest friend I've ever had!" Discord exclaimed, Loopy chuckled "Bestest technically isn't a word Discord..." Discord looked back smiling "It is now!"

* * *

Loopy was planning Discord's date, _A picnic could be romantic..._ Loopy thought as he was brainstorming.

He didn't notice Faith walk in, Faith saw he was thinking really hard so she decided to ask why.

"Hey Loopy!" Faith exclaimed, causing Loopy to jump "AH, Oh Faith... What's up?"Loopy asked,

"What're you thinking about this time?" Faith asked, Loopy stiffened up "N-Nothing!" Loopy lied, Faith frowned "Loopy... you suck at lying."

"B-But I'm not thinking about anything!"

"Come on! You can tell me, can't you?" Faith kept trying to pry

Loopy rolled his eyes "I made a Pinkie promise that I wouldn't tell anyone."

Faith sighed "Fine, but I'll get you to talk somehow..." Loopy chuckled "I'm sure you will..."

* * *

Loopy was writing the things that they'll need for Discord's date

Discord soon popped in "Hey Loopy, how's the planning coming along?" Loopy turned and smiled

"Everything's going fine, so um, I was thinking, How about you two have a picnic outside at night?" Loopy suggested to Discord

Discord thought about it for a bit then nodded "That sounds perfect." Loopy nodded and then began writing down what they needed "So we need, food for the picnic, a picnic basket, a picnic blanket, and an ideal location for the picnic."

Discord nodded and snapped his fingers, causing everything they need to appear, Loopy smiled shaking his head "Y'know what would make it even more special?" Discord gave Loopy a confused look, "If you didn't use your magic, and made the food yourself." Discord shook his head. "I can't really cook..." Discord said

"I can teach you Discord, Oh what does Fluttershy like to eat anyways?" Loopy asked

"She should be fine with a salad." Discord said, Loopy nodded "Then I'll help you make it."

"Thanks." Discord said

* * *

 _The next day..._

Loopy had everything, the only thing left was to wait for Discord to arrive so they could make the food.

Loopy expected Discord to pop in, but he was surprised to see him walk through his front door.

"H-Hey Lo- *Cough* -opy..." Discord had bags under his eyes and he seemed to have a stuffed up nose, not only that, his voice sounded a bit sore.

"Discord what happened?! You weren't like this yesterday." Loopy said with worry in his eyes.

"Well *sniffle* I'm not sure..." Discord replied in a sick tone.

"Go sit on the couch Discord, I'll be right back."

Loopy came back with a thermometer and stuck it in Discords mouth, after about 15 seconds he took it back out and his eyes widened.

"Your tempeture is 120!? How the hell does that happen?!"

"How should I know?" Discord exclaimed, he soon began coughing a lot.

"Hmm... this doesn't make any sense, I didn't expect somepony like the lord of chaos to get sick..."

"W-Wait... don't we have to prepare for my date with Fluttershy?" Discord asked

Loopy shook his head "I'm afraid thats gonna have to wait..." Discords ears drooped

"Unless..." Loopy started pondering something, "Unless what?" Discord asked

"Maybe there is a way you can spend time with Fluttershy..." Discord was confused

"She can take care of you while you're sick!" Loopy suggested.

"Oh um, I don't wanna bother Fluttershy though." Discord replied, Loopy rolled his eyes "Or are ya too nervous to ask her?" Loopy asked, Discord stiffened"N-No! I'm not ner- *Cough* -vous!"

"Then why are you arguing? I figured you'd wanna spend time with Fluttershy, even if you're sick."

Discord was about to say something but soon realized he couldn't counter Loopy.

"Yeah that's what I thought." Loopy said smirking, Discord sighed

"Well? What're we waiting for?" Loopy asked as he grabbed Discords paw and pulled him out the door

* * *

Soon Loopy and Discord were in front of Fluttershys cottage, Loopy looked back at Discord, he looked nervous. "Discord, theres nothing to be nervous about." Discord rolled his eyes "I'm not nervous!" Discord replied Loopy smiled then knocked on the door

Fluttershy opened the door, "Oh, how may I help you Loopy?" Fluttershy asked

Loopy smiled "Well, Discord here appears to be sick, so I thought I would bring him to you so that you could help care for him until he's better." Loopy said

Fluttershy gasped "Oh dear, how did Discord get sick?" Loopy shook his head "We don't know, but his tempeture was quite high, he's been coughing a lot, and has a stuffy nose." Loopy said

Fluttershy looked at Discord, He did not look well.

"Oh please come in, I can make Discord some soup if that's alright." Fluttershy said

Discord and Loopy walked inside.

"Please make yourselves at home." Fluttershy exclaimed as she went to make soup for Discord

Discord and Loopy were currently on the couch talking, Discord began to sweat.

"Are you still nervous Discord?" Loopy asked, Discord shook his head "No, It's just... unbearably hot..." Discord began trying to fan himself with his paw

"Well, that's to be expected with a high fever..." Loopy said

Discord snapped his fingers to try and make a fan appear, but nothing happened.

"I guess your magic doesn't work when you're sick..." Loopy said, Discord groaned still fanning himself with his paw

"Here let me try." Loopy began using his wings to fan Discord, Discord sighed with relief as he felt the breeze that Loopy was making.

"Thank you Loopy." Discord said

"What are friends for?" Loopy exclaimed

* * *

Fluttershy came in with a tray on her back. "Here Discord, I made you some soup." Discord happily took the bowl and began sipping the soup. "This is really good Fluttershy." Discord said

Fluttershy smiled "Thank you Discord."

"Discord do you mind if I take your temperature again?" Loopy asked

Discord nodded and Loopy put the thermometer in Discord mouth again, soon he took it out and looked at it. "Hmm, your tempeture has gone up a tad."

Fluttershy looked at the thermometer and then her eyes widened "His tempeture is 121?!" Loopy nodded

"I don't know how that works, but it's best if Discord gets some rest, Doctors orders." Loopy exclaimed

"But *sniffle* You're not a doctor." Discord said, Loopy smiled "Just because I'm not a doctor, doesn't mean I know nothing about medical stuff, though based on the symptoms, it seems like you have a common cold, but your fever is unnaturally high."

"Are you alright sleeping on the couch Discord?" Fluttershy asked

Discord nodded

"Alright, well I guess I'm no longer needed right now, I'll come back again tomorrow to see how you're doing, alright Discord?"

"Alright Loopy." Discord said, "Also try not to talk to much so your throat gets better." Discord simply nodded

"Alright, get well soon!" Loopy exclaimed then he left, but before he closed the door, he winked at Discord, causing him to blush a little

* * *

 _Later that night_

Discord was lying on the couch staring up at the ceiling, he was so bored without his magic.

He tried using his magic a few times, but nothing seemed to happen, At one point he tried to concentrate really hard, But the only thing he got was a headache.

Not to mention Discord was burning up.

Fluttershy walked in holding a bag of ice. "Here Discord, this should help you cool down." Fluttershy put the bag of ice on Discords forehead, Discord smiled "Thank you Fluttershy, you're so kind..." Discord said quietly.

Fluttershy smiled "Anything for a friend."

 _Come on Discord! When are you gonna tell her!_ Discord thought to himself.

"Well, it's getting late Discord, you should probably get some sleep." Fluttershy said

Discord nodded "T-Thanks for everything Fluttershy." Discord said a slight blush on this face.

"I'm happy to help Discord." Fluttershy said

"Good night Discord."

"G-Good night Fluttershy."

Fluttershy walked to her room and closed the door.

* * *

 **Well, that's chapter 8, I would have uploaded it so sooner, but I had writers block so it was difficult for me to write this, plus I'm writing this on a phone, so it's slower then a computer, though I am glad I got this finished, be sure to favorite and review, also let me know if I did okay on writing Fluttershy.**

 **This is Robert signing off!~**


	9. Chapter 9

**Hey! Chapter 9 is here, this is my first time writing anything romantic, so let me know what you think, if you couldn't already tell, I'm a hardcore Fluttercord fan, this chaoter was a bit shorter then the others, I hope ya don't mind.**

 **Also I have an important announcement at the end of this chapter.**

 **Anyways be sure to favorite and review**

 **ON WITH THE FANFIC!**

* * *

Chapter 9: Discords Dance

Discord woke up feeling a little better, He still had a sore throat and a stuffed up nose, But he wasn't really tired anymore.

Fluttershy soon walked in and saw the sick draconequus was awake

"Good morning Discord." Fluttershy said smiling

Discord smiled back "Good morning My dear Fluttershy." He said

"How are you feeling Discord?" Fluttershy asked

"Well, *sniffle* I'm feeling a little better." Discord replied

"That's good." Fluttershy said, Suddenly Discord felt a little awkward.

"So... How did you sleep Fluttershy?" Discord asked, attempting to get rid of the awkward atmosphere.

"O-Oh, I slept fine, Thank you for asking." Fluttershy said looking down a bit, if Discord was paying attention, He would have noticed that Fluttershy was blushing slightly.

"I-Is it hot in here? Or is it just me?" Discord asked while he was fanning himself

"Oh! You must be burning up from your fever, I'll get you a bag of ice." Fluttershy went to her kitchen.

Fluttershy reentered and gave Discord The bag of ice, he put it to his forehead to cool down.

"Would you like some soup Discord?" Fluttershy asked, Discord nodded "I'd love some."

* * *

There was a knock on the door, Fluttershy walked over to answer it, Loopy was standing there

"Hey Fluttershy, May I come in?" Loopy asked, "Oh, Sure Loopy." Fluttershy replied

Loopy walked in, He walked over to Discord, who was currently laying on the couch.

"I have to go tend to my garden, so I'll be back in a bit." Fluttershy said, then she walked outside.

"Hey Discord, How're you feeling?" Loopy asked, Discord looked over to Loopy "Eh... compared to yesterday, I'm fine." Discord said

Loopy smiled "That's good, Mind if I take your temperature Discord?" Discord nodded and Loopy once again stuck the thermometer in his mouth, once he took it out, He looked at the thermometer smiling "Your temperature has dropped a bit, You're now at 115." Discord smiled, "Well, Slowly I'm getting better." Discord said

Loopy smiled "Well, I just came by to check on you, I'll be back in a few hours." Discord smiled back, sensing that Loopy is worried about him.

"You don't have to have to wor- *cough* -ry, I'll be fine." Discord said, "Can ya really blame me? We're best friends Discord, Of course I'm worried." Loopy said.

"Oh by the way, how are things going with..." Loopy looked around then leaned in and whispered "Fluttershy."

Discord blushed slightly "She's been fine, though I haven't told her how I feel yet."

Loopy rolled his eyes "When are you going to tell her?" Loopy asked, Discord shrugged "I don't know, when I'm not sick anymore?"

Loopy smiled "Good idea, wouldn't wanna get her sick when you kiss her." Loopy teased

Discord was blushing furiously, "L-Loopy!" Loopy chuckled "I'm only kidding, but you can't keep your feelings hidden forever."

Discord nodded

"Well, I'm heading out now." Loopy waved and then walked out

Discord kept thinking about what Loopy said _" You can't keep your feelings hidden forever."_

Discord groaned _Maybe he's right..._

* * *

 _3 days later_

Discord could finally breathe out of his nose, he was happy, He got up off the couch and went outside to see Fluttershy, she was tending to her garden

"Hello my dear Fluttershy." Discord said, Fluttershy jumped back but then sighed when she saw Discord "Oh Hello Discord, You're looking better."

"I'm feeling better!" Discord exclaimed as he flew up and began flying in circles, He landed back on the ground soon after.

Fluttershy giggled "That's wonderful Discord." Discord suddenly became nervous."U-Um, Fluttershy? C-Can I ask you something?" Fluttershy turned to him "What is it Discord?"

 _Come on, Spit it out!_ "Would you... like to dance?" Discord asked, blushing furiously.

Fluttershy began to blush. "O-Oh, Um, W-Well..." Discords ears drooped "It's alright if you say no..."

"I-I'd love to dance..." Discord perked up "R-Really?" Fluttershy nodded

Discord snapped his fingers and a slow song began, Discord held out his paw "May I have this dance?" Fluttershy nodded and took his paw as they began slow dancing.

Loopy was hiding behind a bush when he peaked out smiling "Way to go Discord..."

Discord and Fluttershy were smiling as they enjoyed the moment.

* * *

Discord and Fluttershy were sitting out in the grass.

"That was fun Discord." Fluttershy said

Discord nodded "I'm glad you enjoyed yourself."

"I've never slow danced with anypony before." Fluttershy exclaimed

"Me neither." Discord said, "Um... Fluttershy?"

Fluttershy turned to Discord "What is it?"

"U-Um, W-Well there's something I wanted t-to tell you." Discord was extremely nervous

"What is it Discor-MM!" Suddenly Discord pulled Fluttershy into a kiss, Fluttershy slowly closed her eyes.

Loopy nearly squealed but then quickly covered his mouth.

 _Thank Celestia Faith isn't here or she'd be screaming her head off... better get some ear plugs ready for when I tell her..._ Loopy thought to himself.

Loopy turned his head back at the new couple and listened to what they were saying.

"Do you... wanna go out on a picnic tomorrow?" Discord asked

"That would be nice." Fluttershy said, Discord smiled

* * *

Loopy walked home, smile on his face, he opened the door to see Faith sitting in the couch, she looked up and smiled "Hey Loopy whats up?" Loopy smiled "I have wonderful news." Faith looked at him "What is it Loopy?"

Loopy put on ear plugs and then said "Discord kissed Fluttershy."

Faith took a deep breath and then screamed, not even ear plugs could stop him from hearing Faiths scream.

After she stopped screaming Loopy took off his earplugs and Faith began fangirling.

"I'M SO HAPPY FOR THEM OMAIGAWSH!" Faith exclaimed

Loopy couldn't help but laugh "Faith, calm down."

"Heh, Sorry..." Faith was scratching her head

"Y'know, we haven't really been on a date before." Loopy said

Faith soon realized he was right "We should totally plan one!" Faith exclaimed

Loopy laughed "Alright, I'll think of something." Faith smiled

"Well it's getting pretty late, I'll talk to ya tomorrow Faith." Loopy said, Faith smiled "Good night Loopy."

"Good night Faith" Loopy walked to his own room to sleep

* * *

"Well Fluttershy my dear, I'm afraid I must be off." Discord said, Fluttershy nodded, a frown on her face

"I'll see you soon Fluttershy." Discord was about to fly off when Fluttershy stopped him. "Wait Discord." Discord looked back at Fluttershy. "What is it?" Discord asked

Fluttershy blushed, "Do you... wanna spend the night with me?"

"But, I've already been here for 4 days." Discord said

"Well, that's true, but you were sick at the time." Fluttershy said

"Well, are you sure you're fine with me sleeping with you?"

Fluttershy nodded

They both walked into the cottage, Fluttershy walked to her room, she got into her bed when all of a sudden Discord popped in bed with Fluttershy.

Discord wrapped his body around Fluttershy, she could feel the warmth coming from his body, she snuggled up into to Discords chest.

"Good night my dear Fluttershy." Discord whispered

"Good night Discord." Fluttershy whispered back

Fluttershy closed her eyes, then Discord got up and looked at Fluttershy "I...I love you... Fluttershy." He kissed her cheek and the laid back down.

* * *

 **Hope you enjoyed this chapter, lemme know if I did good on the romantic scene, I have a pretty good idea on what the next chapter will be :)**

 **Also tomorrow I will be gone for a while but I should be able to keep writing if there's a stable internet connection, don't worry if I don't update for a couple days.**

 **Be sure to favorite and review and I'll see ya next time.**

 **This is Robert signing off!~**


	10. Chapter 10

**Hey guys! We've reached chapter 10! This will be quite the chapter.**

 **Be sure to leave a favorite, also review!**

 **ON WITH THE FANFIC!**

* * *

Chapter 10: Best Friend or Girlfriend?

Loopy was talking to Faith about going on a date together.

"Um, how about tomorrow night?" Loopy suggested

"That sounds great!" Faith exclaimed

"You seem excited." Loopy said, Faith nodded "Of course I am! This would technically be our first date."

Loopy chuckled "Well our first planned date."

Loopy and Faith began leaning into a kiss, When Discord popped in all of a sudden

Loopy instantly turned his head toward Discord, Loopy smiled

"You look better." Loopy said

Discord nodded "Yeah, I'm feeling a lot better."

"So... how was your day with Fluttershy?" Faith asked

"Oh well it was... Wait how did you know that I was with Fluttershy?"

" Um... well I..." Faith was interrupted by Loopy "I told her." Loopy said

Discord looked at Loopy "Ya know, I would be mad cause you broke a pinkie promise, but Fluttershy and I are already together so you're off the hook."

Loopy smiled "So what brings you here Discord?" Loopy asked

"Well I was wondering if you'd like to pull pranks with me all day tomorrow I have so many new ideas!" Discord said

"I would love too!" Loopy looked back at Faith "...But Faith and I are going on a date tomorrow."

Discords ears drooped, but he kept a smile on his face "Okay, I understand, Maybe we can after your date?" Loopy was thinking about it "Depends on my schedule."

Discord nodded and then teleported out.

* * *

 _The next day_

Discord was pranking other ponies, he was currently on a cloud watching the chaos unfold.

But Discord wasn't laughing or smiling, It just didn't feel the same without his best friend.

 _Snap out of it Discord! It's not like he isn't my best friend anymore, he just couldn't do it today..._ Discord thought.

Discord sighed _Though, it would be a lot more fun with him._

Discord laid down on his cloud, staring at the sky.

* * *

 _Meanwhile with Faith and Loopy_

Faith and Loopy were outside taking a walk underneath the stars

"This is so romantic Loopy!" Faith exclaimed

Loopy chuckled "Glad you're enjoying yourself."

Faith frowned "I hate keeping you from your friends though." Loopy shook his head "No worries, Discord and I can prank another day, Right now, my number one priority... is you." Loopy said

Faith blushed, But soon frowned again "Still, Discord looked pretty sad when you said you couldn't hangout with him today."

Loopy smiled "Don't worry Faith, Right now, This night is about us." Loopy then pulled Faith into a kiss

They pulled out and then Faith nodded "Alright."

Up on a cloud Discord was viewing the scene, He felt mad for some reason. _Why am I feeling mad, I should be happy for Loopy._ Discord thought, then it hit him, Is he mad because Loopy chose to go on a date with Faith over hanging out with Discord, His best friend? The more he thought about it, he began feeling angrier, But it soon disappeared _I shouldn't be angry, he'll prank with me tomorrow... I hope..._

* * *

 _The next morning._

Loopy and Faith were on the couch, Faith seemed excited about something.

"So Loopy, The Grand Galloping Gala is coming up, Did you wanna go with me?" Faith asked, Loopy thought about it for a bit "Well... Sure why not, I can get Rarity to make me a suit." Loopy smiled

Discord soon popped in "Hey Loopy! I have something to ask you."

Loopy turned Discord "What is it?" Discord cleared his throat "Well, The Gala is coming up, and I was going to ask-" Loopy cut off Discord "Y-You're not gonna ask me to the Gala are you?" Discord blushed "N-No! I was gonna ask if you wanted to prank some ponies at the Gala instead of doing all the boring stuff there."

Loopy was about to say something when Faith interrupted him "Discord, I just asked Loopy to the Gala, I'm sorry." Faith said with a frown on her face, But Discord made the situation worse for Loopy by asking him a question he hoped he would never have to answer.

"Who do you pick Loopy, Me? Or Faith."

Loopy froze up, he had to choose between his girlfriend and his best friend

Discord was an awesome friend, but Faith was Loopys girlfriend.

"Well... I...I...Um." Loopy couldn't speak properly.

"Well?" Discord asked, Faith and Discord were looking at Loopy, which didn't help in the slightest.

"I...I CAN'T DECIDE!" Loopy screamed, tears forming in his eyes.

Faith and Discord were taken aback by Loopys outburst.

Faith walked over to Loopy and started comforting him.

"It's okay Loopy..." Faith said calmly

"No, it's not okay... I was hoping to NOT have to choose between my friends..." Loopy said

Discord felt guilty for bringing it up. I... I'm... Sorry for bringing it up."

Loopy looked at Discord, Still frowning. "I-Its okay..."

"Hey, Where's that smile?" Discord asked "Your supposed to smile, Like this!" Discord then placed both his thumbs on Loopys cheeks and made him smile, Loopy pulled away "S-Stop, That tickles!"

Discord had a mischievous grin and then snapped his fingers and summoned feathers, he proceeded attacked Loopy through tickling.

"HAHAHAHAHAHAHAHHABAHAHAHAH OH MY GOSH STOP, I CAN'T BREATH, HAHAHAHAHAHAHAHHABAHAHAHAHAHAHAHAHAHAHAHAH!" Loopy was laughing uncontrollably.

Faith was grinning "I didn't know you were ticklish Loopy."

Discord stopped tickling Loopy, he started catching his breath.

"Thanks for that Discord... I needed that." Loopy smiled

"Anytime Loopy, Now... about the Gala..." Discord said, "Discord!" Faith yelled at Discord

Loopy chuckled "it's alright Faith, I might have an idea about that..." Faith and Discord turned to Loopy

"What's your plan?" Faith asked

"You two wanna hang out with me at the Gala, then that's something I'll do."

"Huh?" Faith and Discord asked simultaneously, both had confused looks

"The way it'll work is say I hang out with Faith for a few hours, then I head over and hang out with Discord, and I keep repeating until the Gala is over." Loopy said

Discord looked at Loopy "Um, you sure you can handle running back and forth every couple hours?"

Loopy nodded "Well, my body will probably be sore afterwards, but I should be able too."

"Loopy, that's a crazy plan." Faith said

Loopy laughed "It's crazy, yes."

"But it Just. Might. Work" Discord finished

Faith sighed "If you say so."

Loopy turned to Discord smirking "Now, I imagine You're gonna ask Fluttershy for a dance at least once at the Gala."

Discord began blushing "W-Well, the Gala is just so... Formal, Its boring..."

Loopy laughed "Well, I think Fluttershy will be happy to see you, It'll give you an excuse to get a tux."

Discord was blushing even more now "But, I don't do tuxedos..."

"Come on Discord! It's only one night." Loopy said

Discord sighed "Fine... I'll get Rarity to make me a Tuxedo."

Loopy smiled with satisfaction, "Well, we can both head to Raritys then."

* * *

Discord and Loopy were flying over to Raritys boutique, although Discord wasn't really enthusiastic about getting a tux.

"Why do I need to wear a tux again?" Discord asked

Loopy smiled "Oh, So you don't wanna impress Fluttershy at the Gala?"

Discord sighed

They landed in front of Raritys boutique, Loopy knocked on the door.

Rarity opened it "Oh! Loopy so nice to see you darling!"

"Hey Rarity, I'm sure you know the Gala is coming up... I need a Tuxedo."

"Come in Darling!" Rarity said, Loopy smiled "Thank you Rarity."

"Um, Loopy?" Loopy turned to face her "Yes?"

"Why is Discord with you?" Rarity asked, Loopy smiled "Discord here needs a Tuxedo too."

Discord sighed "You practically forced me here Loopy." Discord said

"If you wanna impress..." Loopy looked back at Rarity then back at Discord "...Your date at the Gala, You need a Tuxedo." Discord blushed

"Oh Discord, I'll make you look stunning darling!" Rarity exclaimed

Discord cringed slightly

Loopy chuckled "So, shall we?"

Rarity nodded, She walked over to a different part of her boutique, ushering them to follow her

Soon Loopy walked up to Rarity and she began taking measurements for Loopys tuxedo.

"So, I assume You're taking Faith with you to the Gala?" Rarity asked, Loopy nodded "It's my first Gala, as well as Faiths." Loopy said

Rarity nodded "I'm curious who Discords going with." Rarity said

Loopy smiled "Um, Discord doesn't wanna really talk about his date at the moment, besides I'm sure you'll find out at the Gala."

Rarity nodded "I guess."

* * *

 _A few hours later_

"Your Tuxedos should be done before the Gala." Rarity said as Loopy and Discord were leaving

"See ya later Rarity!" Loopy said waving

"Now that we're done, How about we go prank a few ponies." Discord said, a mischievous grin spread across his face.

"I thought you'd never ask!" Loopy exclaimed

Discord smiled and then they flew off

* * *

Discord and Loopy were laughing at the pranks they pulled.

"I still can't believe you turned that pony into a red velvet cake!" Loopy exclaimed

Discord laughed "And I'm glad I turned him back, or you were gonna eat the poor fella."

Loopy blushed "What? I love red velvet!"

They continued laughing, Discord stopped laughing and turned to Loopy. "You know, no ponies ever been this nice to me, except Fluttershy of course." Loopy smiled "I was skeptical about you at first, But I got to know you, and now we're best friends."

Discord smiled "Well, not many ponies appreciate my chaos magic."

"Why's that?" Loopy asked, Discord hesitated a little "I may have tried to take over Equestria a few times..." Discord laughed nervously.

Loopy chuckled "That's in the past now, You should look towards the future instead."

Discord shed a tear and then pulled Loopy into a hug.

"Discord... Are you... crying?" Loopy asked, "No... It's just... Liquid pride..." Discord replied

Loopy wrapped his arms around Discord, patting him on the back.

"Don't worry Discord, I'll always treat you like a normal pony." Loopy said

"Thank you..." Discord replied

* * *

 **Aww yea! Loopy and Discord had a bro moment (or a Broment if you will.) Next chapter will be a time skip to the Gala, If you're wondering, Yes I have dates for the mane 6, Obviously, Fluttershy with Discord, but the others, You'll have to find out ;)**

 **Be sure to favorite and review!**

 **This is Robert, Signing off!~**


	11. Chapter 11

**This is a short chapter that takes place a week before the Gala, Hope you enjoy!**

* * *

Chapter 10.5: Loopys Nightmares

Loopy was galloping through the everfree, he was bring chased by something.

He was at a dead end he turned and looked around frantically

"Where are you going Loopy?" He heard Discords voice, except it was more sinister.

"S-Stay back!" Loopy shouted

Suddenly he felt something grab his neck and pushed him to the wall.

Discord had a grip on Loopys neck, he was struggling to breathe

"You think you could get away that easily?" Discord said

Loopy was terrified "What do you want?"

Discord cackled "I've already gotten what I want."

"What?" Loopy said

Then the scene changed and what Loopy saw shocked him, Equestria was in total chaos, buildings were floating, the streets were soup.

"I...thought we were friends." Loopy said

Discord laughed, "I'll never be your friend..." Discord then threw Loopy at a tree

* * *

Loopy woke up and fell off his bed, he was sweating.

"It was just a dream..." Loopy was panting heavily

Faith galloped in "Loopy! Are you okay!?"

Loopy nodded "I just... Fell off my bed."

Faith nodded "Well, Good night."

"Yeah..." Loopy said

Faith walked out and closed the door

"Discord would never do that..." Loopy told himself

He climbed back into bed, and fell asleep.

* * *

 _The next night_

Loopy was having a picnic with Faith.

"You enjoying yourself Faith?" Loopy asked

Faith nodded "This is amazing!"

They were about to lean into a kiss When Loopy felt the ground rumble.

He looked up and saw a giant Discord wrecking havoc in Ponyville

Discord grabbed Loopy and threw him to a tree

He hit the tree and fell to the ground, he was coughing up blood

The giant Discord was about to step on Loopy but then he heard a loud voice

 **"BEGONE FOUL CREATURE!"** Suddenly there was a flash and Loopy was in a grassy meadow, no longer bleeding.

He saw Princess Luna standing in front of him

"Something troubling you Loopy?" Luna said

"Is it that obvious?" Loopy said

Luna smiled "Why are you having these nightmares about Discord, isn't he your friend?"

Loopy nodded "Yeah he is, but ever since he told me about how he tried to take over Equestria, and all the things he did, I became... Scared."

Luna nodded "You're afraid Discord is gonna turn evil again."

Loopy nodded "He is a great guy... But I'm afraid he's gonna turn evil... I'm afraid of losing my best friend."

"You treat Discord like a normal pony, not like a freak, I highly doubt he'll become evil again." Luna said

Loopy nodded "Thanks Luna... I needed somepony to talk too."

Luna smiled and then she flew off.

* * *

Loopy woke up, smiling

"I trust you Discord..." Loopy said

* * *

 _The next night_

Loopy found himself in Ponyville walking to his house, when he suddenly was picked up by a giant hand

And in a flash Ponyville became chaotic

"What's the matter Loopy, Scared?" The giant Discord said

Loopy just stared up at him and started yelling "YOU AREN'T EVIL, YOU'RE KIND, MISCHIEVOUS, AND AN AMAZING FRIEND."

The giant Discord was looking at Loopy "THIS ISN'T WHO YOU ARE!" Loopy yelled

Suddenly ponyville started turning back to normal and the Giant Discord was shrinking

"You're... My best friend." Loopy said

Discord was back to his original size, he then asked in a cheerful tone "Hey Loopy, wanna to pull some pranks?"

Loopy smiled "I thought you'd never ask."

Loopys Nightmares have ended.

* * *

 **Hope you guys enjoyed this short chapter! The next one should be out tomorrow :)**

 **Be sure to favorite and review**

 **This is Robert, signing off~**


	12. Chapter 12

**Today is the Gala, time to see how Loopys plan will work out, let's hope Discord behaves himself (He probably won't behave though.)**

 **I'll only be explaining how Faiths dress looks, I'll also be explaining how some of the guys look, just use your imagination for the Mane 6. :P**

 **ON WITH THE FANFIC!**

* * *

Chapter 11: The Gala

Faith was waiting at the house for Loopy, He went with Discord to get their tuxedos.

She was in her own dress, it was a simple dark blue dress, she didn't want anything too fancy.

Faith was excited for the Gala, but was nervous as well, because of Loopys plan to hangout with her and Discord.

She just hopes nothing bad happens.

"I hope you know what you're doing Loopy..." Faith said to herself.

* * *

Loopy was wearing his new tux, it was a bright red tuxedo with a black bowtie, he was happy with how it came out.

Discord was also in his new tux, it was a simple black tuxedo.

"Ugh, do I seriously have to wear this tuxedo?" Discord asked, Loopy chuckled "Come on Discord, you look great!" Loopy exclaimed

"I'm doing this for Fluttershy..." Discord said to himself

"Oh you two look absolutely stunning!" Rarity exclaimed

Loopy chuckled "Thanks to you!"

"I didn't think you would be able to pull it off Discord." Rarity said

Discord rolled his eyes "Yeah... Neither did I..."

"Come on Discord, Let's pick up Faith."

Discord nodded and then He teleported them out of the boutique.

* * *

Loopy and Discord were at the doorstep Loopys house, Loopy held a bouquet of flowers in his hoof as he knocked on the door

Faith opened it and Loopys mouth gaped open, She looked beautiful.

"Faith... You look beautiful." Loopy said

Faith blushed "Thank you..."

Loopy handed Faith the bouquet of flowers, Faith took them with her magic and kissed Loopy on the cheek.

"You look handsome Loopy." Faith said, she then turned to Discord

"Wow Discord, I didn't know you could pull off a tuxedo." Faith exclaimed

Discord blushed slightly from embarrassment.

"Discord, Promise something okay?" Loopy said

"What is it Loopy?" Discord asked

"Promise me you won't go to crazy on the pranks."

Discord nodded "I promise."

"Oh no, you don't have to JUST promise..."

Discord sighed "Cross my heart, Hope to fly, Stick a cupcake in my eye."

Loopy smiled with satisfaction.

Faith smiled "Well, shall we?" Loopy nodded "Discord? Would you kindly teleport us to the Gala?"

Discord nodded then snapped his fingers and then in a flash they were gone.

* * *

Discord dropped off Loopy and Faith and then went to pick up Fluttershy.

He teleported to her cottage and knocked on the door

Fluttershy opened the door and gasped, Discord was standing there holding a bouquet of roses

"Oh my, Discord... You look so... Handsome in a Tuxedo." Fluttershy said

Discord blushed "You look absolutely stunning tonight Fluttershy."

Fluttershy blushed "Shall we go?" Discord asked, Fluttershy nodded and then Discord teleported them to the Gala

* * *

Loopy and Faith found the others waiting outside.

"Oh hey guys!" Loopy exclaimed

"Howdy Loopy, Howdy Faith." Applejack said

Pinkie Pie ran up to Loopy, she was currently in his face "Oh my gosh, you two look AMAZING!" Pinkie exclaimed

"Um Pinkie, remember our talk about personal space?" Loopy said

Pinkie instantly backed away from his face, but was still pretty close.

"So, where do ya reckon Fluttershy is?" Applejack asked

Loopy shrugged, then he saw that Discord had arrived with Fluttershy "found her." Loopy said

Applejack turned and saw Fluttershy walking with Discord, her mouth gaped open. "Fluttershy... And Discord? What in tarnation?" Applejack said

Loopy turned to Applejack "Don't question true love..." Applejack looked at Loopy "True... Love?"

"Don't you have somepony you love?" Loopy asked

Applejack gulped "U-Uh.. N-No Ah don't!" Loopy shook his head "Okay, you're a worse liar than I am, and thats saying something."

Applejack sighed "Promise ya won't tell anypony?"

"Cross my heart, hope to fly, stick a cupcake in my eye." Loopy made a Pinkie promise

Applejack took a deep breath "Ah do have a crush..." Loopy nodded "Who is it?" Applejack sighed "it's... Spike." Loopys eyes widened "S-Spike? When did that happen?!"

"It's a long story..." Applejack said

Loopy nodded "I'm listening."

* * *

"...And that's how Ah developed my crush on him." Applejack finished explaining.

Loopy nodded "So, Spike saved you from Timberwolves, and then you started feeling different around him?"

Applejack nodded "And Ah can't tell him cause he already has a crush on Rarity..."

"You're afraid he's gonna reject you..." Loopy said, Applejack nodded

Loopy put a hoof on her shoulder "I'm sure he won't reject you..."

Applejack looked at Loopy "How do ya know that?"

Loopy shook his head "I felt like this when I was in love with Faith, I was afraid she would reject me if i told her my true feelings."

"But she already had feelings for ya." Applejack said

"And you're saying Spike doesn't have feelings for you?" Loopy said

Applejack sighed

"At least ask him for a dance..." Loopy said

Applejack nodded

* * *

After awhile the gates opened and everypony went inside.

Loopy was impressed at the decorations.

Discord walked up to Loopy

"So How're we gonna do this Loopy?"

"First I spend time with Faith for a few hours then I spend time with you for a few hours, and we keep repeating till the Gala ends."

Discord nodded and then walked over to Fluttershy.

A slow song soon began playing

"May I have this dance?" Loopy asked

Faith nodded

* * *

 _2 hours later._

Loopy and Faith were about to lean into a kiss

"Ahem..." Loopy turned to see Discord

"Oh yeah, it's been a few hours hasn't it." Loopy said, Discord nodded.

"I'll talk to you later Faith." Loopy said

Faith nodded and then Loopy and Discord walked off

* * *

About 30 minutes had passed, Loopy and Discord were making small talk

"Hey Loopy." Loopy turned to see Twilight and Spike "Hey Twilight, What's up?"

"Not much, How're you enjoying the Gala?" Twilight asked

"It's Awesome!" Loopy exclaimed

Twilight chuckled "I'm glad you're enjoying yourself."

Spike wasn't showing himself "Spike, Why're you hiding?" Loopy asked

"N-No reason..." Spike said

Twilight moved away to reveal Spike wearing a Purple tux with a green bowtie, Loopy let out a small squeal then quickly covered his mouth _HE'S SO FRICKING ADORABLE! I can see why Applejack likes him._ Loopy blushed with embarrassment when he realized that a squeal had left his mouth

Discord was laughing

Loopy cleared his throat "Spike, Why're you so embarrassed about wearing a tux?"

"Well, I didn't really wanna wear a tux, but Twilight forced me too." Spike said

"Loopy Why're you with Discord and not Faith?" Twilight asked

Loopy chuckled "Long story, I'll explain later."

Twilight nodded and then walked off with Spike.

* * *

Loopy had checked the time and realized he should head back to Faith.

"Go ahead and start the next prank without me, I'm gonna head back to Faith." Loopy said

Discord nodded

Loopy went over to Faith

"Hey Faith, You enjoying yourself?" Loopy asked

Faith nodded, "Though I would have preferred this night to be just us..." Faith said

Loopy frowned "I know, I'm sorry, I promise I'll make it up to you."

Faith smiled

* * *

Meanwhile Discord was grinning mischievously.

"Loopys gonna love this prank..."

Discord was looking at the punch bowl, snickering at what's gonna happen to the next pony who decides to get punch.

Discord hid and waited for somepony to set off his trap.

* * *

Loopy and Faith were making small talk.

"Do you want some punch Faith?" Loopy asked

Faith nodded and then Loopy trotted off towards the punch bowl.

He went get some when suddenly he got sprayed all over with punch, ruining his tuxedo.

 _When I get my hoofs on that fricking draconequus I swear to Celestia..._ Loopy was angry

Loopy heard Discords laugh, he followed the source and found Discord on the floor laughing his head off

"Discord..." Loopy said through his teeth.

Discord instantly stopped laughing and looked to see a punch covered Loopy, Discord bit his lip

"L-Loopy! What a surprise..." Discord was nervously laughing

"You promised you wouldn't take it too far." Loopy said

"It's not that bad." Discord said, but quickly regretted his choice of words

"Not that bad... NOT THAT BAD?!" Loopy yelled "MY TUXEDO IS RUINED!"

Faith quickly galloped over and gasped "Loopy what happened?" Loopy ignored her and kept his attention to Discord "I thought I could trust you... But I was wrong to trust a monster." Loopy ran off after he said that

Discord could feel tears in his eyes, so he quickly teleported out.

The Mane 6 galloped over to find a shocked Faith

"What in tarnation happened?" Applejack asked

"One of Discords pranks..." Faith said

"...And Loopy was the one who set it off..."

"Oh my..." Fluttershy said

Twilight turned to the others "Girls, let's split up and look for them."

Everypony nodded and began looking for Discord and Loopy

* * *

Discord was on a cloud crying, He just lost his best friend, He felt horrible.

"Maybe I am a monster..." Discord said to himself "Loopy was right not to trust me."

Discord began sobbing again.

* * *

Loopy was in the garden, he was angry, but it quickly turned to sadness, and regret.

"Why did I say those things..." Loopy said "Am I the real monster in all of this?"

Loopy began sobbing.

* * *

Faith was looking around, when she heard sobbing, she ran towards it

She found Loopy crying his eyes out

She sat next to him and began comforting him.

"Loopy... It's okay." Faith said to Loopy

Loopy looked up, his eyes red "No... It's not okay." Loopy said "Why did I say those things to him..."

"You were mad, you weren't thinking." Faith said

Loopy shook his head "That doesn't give me the right to call him a monster..."

Faith stood up and grabbed Loopys hoof then pulled him to the center of the garden

"What're you doing Faith?" Loopy asked

Faith didn't respond, she faced Loopy, and outstretched her hoof ** _._**

"May I have this dance?" She asked

Loopy nodded as he took her hoof

They soon began dancing

They danced around the garden, Loopy smiled as they continued dancing

* * *

Faith and Loopy, sat on the ground, looking at each other

"You always know how to cheer me up..." Loopy said.

Loopy and Faith leaned into a kiss

Once they pulled out Loopy was smiling again

"We have to find Discord." Loopy said

"But we don't know where Discord could be." Faith said

Loopy thought about it "I might know where he is, can you teleport me back to ponyville?"

Faith raised an eyebrow "Ponyville?" Loopy nodded "If I'm correct, he should be in Ponyville."

Faith nodded and teleported Loopy to ponyville, she rarely uses a teleport spell so she nearly fainted.

* * *

Loopy was now flying around, he went to the cloud him and Discord usually hung out at

Loopy saw Discord curled up, crying.

Loopy landed on the cloud and walked up to the draconequus

"Discord?" Loopy said, Discords head shot up and he turned around.

"Why are you here, I didn't think you'd wanna have anything to do with a monster like me..." Discord said

Loopy sighed "I'm sorry I said those things to you...If anyponys a monster here, its me..."

Discord shook his head "No, you were right not to trust me, Just look at me."

Loopy walked up to Discord and hugged him "I was stupid, I wasn't thinking when I said those things, I truly am sorry..."

Discord hugged back, crying tears of joy now.

"T-Thank you so much..." Discord was happy.

"Dry those tears Discord, you have a certain mare waiting for you..."

Discord wiped away his tears and then teleported them back to the Gala.

* * *

Everypony was waiting for Loopy to return with Discord.

Discord and Loopy teleported in, Faith tackled Loopy into a bear hug.

Discord wasn't expecting Fluttershy to fly into him and hug him tightly

"Fluttershy my dear, were you really that worried about me?"

Fluttershy nodded, Still clinging onto the draconequus.

"I think this night turned out great." Loopy said

Everypony nodded, then went back inside

Loopy and Faith were sitting down, talking

"Hey Loopy?" Faith asked

"Yes?" Loopy replied

"I think, this was the best night of my life." Faith said.

"Yeah... It sure was." Loopy said

Faith started was humming a song

"What're you humming Faith?" Loopy asked

Faith giggled then dragged Loopy to the dance floor and began singing, once Faith sang those first few words, Loopy instantly recognized the song

Underlined is everypony.

 **Hmm-mm**

 **Woah-oh-oh-oh**

Loopy knew the lyrics. So he began singing along too

 _It's always a good time_

 **Woah-oh-oh-oh**  
 _It's always a good time_

 _Woke up on the right side of the bed_  
 _What's up with this Prince song inside my head?_  
 _Hands up if you're down to get down tonight._ **(Hmm, mm)**

 _Cuz it's always a good time._

 _Slept in all my clothes like I didn't care_  
 _Hopped into a cab, take me anywhere_  
 _I'm in if you're down to get down tonight_  
 _Cuz it's always a good time._

 **Good morning and goodnight**  
 **I wake up at twilight**  
 _ **It's gonna be alright**_  
 _We don't even have to try_  
 _It's always a good time_ **(Woo!)**

 ** _Woah-oh-oh-oh Woah-oh-oh-oh_**  
 ** _Woah-oh-oh-oh_**  
 ** _It's always a good time_**  
 ** _Woah-oh-oh-oh Woah-oh-oh-oh_**  
 ** _We don't even have to try, it's always a good time._**

 _(Good time, Good time.) Its always a good time._

 **Woah-oh-oh-oh Oh...**

Loopy looked around and saw that there was a crowd watching them, including their friends.

 **Freaked out, dropped my phone in the pool again**  
 **Checked out of my room hit the ATM**  
 **Let's hang out if you're down to get down tonight**  
 **Cuz it's always a good time.**

 _Good morning and good night_

 **I wake up at twilight**  
 _ **It's gonna be alright**_  
 _We don't even have to try_  
 _It's always a good time_ **(Woo!)**

 ** _Woah-oh-oh-oh Woah-oh-oh-oh_**  
 ** _Woah-oh-oh-oh_**  
 ** _It's always a good time_**  
 ** _Woah-oh-oh-oh Woah-oh-oh-oh_**  
 ** _We don't even have to try, it's always a good time._**

 ** _Woah-oh-oh-oh Woah-oh-oh-oh_**  
 ** _Woah-oh-oh-oh_**  
 ** _It's always a good time_**  
 ** _Woah-oh-oh-oh Woah-oh-oh-oh_**  
 ** _We don't even have to try, it's always a good time._**

 _Doesn't matter when_  
 _It's always a good time then_

 **Doesn't matter where**  
 **It's always a good time there**

 _Doesn't matter when_  
 _It's always a good time then_

It's always a good time!

 ** _Woah-oh-oh-oh Woah-oh-oh-oh_**  
 ** _Woah-oh-oh-oh_**  
 ** _It's always a good time_**  
 ** _Woah-oh-oh-oh Woah-oh-oh-oh_**  
 ** _We don't even have to try, it's always a good time_**

 ** _Woah-oh-oh-oh Woah-oh-oh-oh_**  
 ** _Woah-oh-oh-oh_**  
 ** _It's always a good time_**  
 ** _Woah-oh-oh-oh Woah-oh-oh-oh_**  
 ** _We don't even have to try, it's always a good time_**

Faith pulled Loopy into a Kiss.

This truly was, the best night ever.

* * *

 **And that's chapter 11! If you think that last song signified the end of this fanfic, think again. The next couple of chapters may focus more on the Mane 6, i dunno though. This chapter is fairly longer then my previous ones, the songs I used are Can I have this dance from High school musical 3 and Good time by Owl city**

 **Yeah, if you couldn't already tell, I'm a high school musical fan xD**

 **Anyways be sure to favorite, also review! Any feedback is appreciated**

 **This is Robert, Signing off~**


	13. Chapter 13

**Oh boy! Chapter 12! Today we are gonna be making chapters dedicated to some of the Mane 6, I'll won't do every member of the Mane 6, for one Fluttershy is already with Discord, and two, I don't feel like pairing Rarity up with anyone, if you think I should, then please leave a reveiw and I may consider.**

 **Anyways today's chapter will be about Applejack and Spike, cause they're my number 2 favorite OTP, (the first is Discord and Fluttershy)**

 **ON WITH THE FANFIC!**

* * *

Chapter 12: Loopy the Matchmaker, Applejack and Spike

Loopy was heading over to Sweet Apple Acres, He wanted to talk to Applejack about her and Spike.

He saw the farm coming into view, he walked up and looked around, He saw Applejack bucking trees, so he walked over and greeted her

"Hey Applejack!" Loopy said

Applejack looked back "Howdy Loopy, What brings ya here?"

"I wanted to talk to you about something." Loopy said

Applejack nodded "What is it Sugarcube?" She asked, still bucking trees

"It's about you and Spike." When Loopy said that Applejack had missed the tree and fell down

"W-Why do you wanna talk about that?" Applejack stuttered

Loopy chuckled "I wanna help you."

"H-Help, What in tarnation are ya talkin' about?" Applejack asked

Loopy smiled "I wanna get you and Spike together."

Applejacks eyes widened, But then she frowned "But Spike is in love with Rarity, There's no way I can compete with her!" Applejack said, She looked like she was ready to cry.

Loopy put his hoof on her shoulder and gave her a reassuring smile "You won't know until you try."

Applejack nodded "Ah guess You're right..." Loopy smiled "So, Are you gonna ask him out or what?" Loopy asked

Applejack instantly stiffened "N-No! Ah'm not ready yet!" Applejack practically yelled at Loopy

Loopy just chuckled "I see, then we should practice!" Applejack gave Loopy a confused look "Um... What the hay are you saying?" Applejack asked

Loopy took Applejacks hoof and led her to a different spot.

"W-Where are we going?" Applejack asked

Loopy smirked, "Somewhere with a more romantic atmosphere!" Applejack was confused

* * *

Loopy took Applejack to a hill, Applejack looked at Loopy in confusion "How's a hill romantic?" Applejack asked, Loopy grabbed Applejacks head and turned it towards the right, where it was overlooking the sunset, Applejack gasped "Okay, That's pretty romantic, but I can't do it with you!"

Loopy smirked "Don't worry, I have a fix for that." Loopy took a deep breath and then yelled out "HEEEEY DIIIISCOOOORRRD!" Discord appeared and looked at Loopy

"This better be good, I was spending time with Fluttershy." Discord was kind of mad

Loopy giggled "Well, I need you to make me look like Spike." Loopy said

"What?" Discord and Applejack said in unison

Loopy nodded "I need you to make me look and sound like Spike."

Discord raised an eyebrow "Why do you need me to do that?" Loopy moved his head slightly, gesturing to Applejack, Discord immediately caught on "Ooooohhh I see..." Loopy smiled "So will you?"

Discord nodded "I'll even stay behind to change you back when You're done." Loopy smiled

Loopy turned to Applejack, "Is that okay with you Applejack?" Applejack thought about it "Ah guess, if it'll help me muster up the courage to ask Spike out, Okay." Loopy smiled and then turned to Discord "Alright Discord work your magic!"

Discord nodded and then snapped his fingers

Applejack gasped, He looked exactly like Spike! his scales, his eyes, Everything!

"How do I look Applejack?" Loopy asked, he even sounded like Spike!

Applejack was speechless, her mouth was gaped open

Loopy, now sounding like Spike chuckled "Applejack?" He asked, Applejack shook her head and responded "U-Um... Y-You look exactly like Spike!" Applejack stuttered, Loopy smiled, sensing her nervousness "Alright, now let's practice." Loopy said

 **Now that Loopy looks and sounds like Spike, I'll be referring to him as 'Spike' with the air quotes.**

'Spike' then sat down and turned away, Pretending that he didn't notice Applejack

Applejack walked up nervously "U-Um... H-Hey Spike..." Applejack said, a blush visible on her cheeks

'Spike' turned around smiling "Oh Hey AJ! What's up?" He asked

Applejack blushed, She was fully aware that this wasn't actually Spike, But she was still very nervous.

"W-Well, I just saw you sitting here, A-And I thought I'd say hi."

'Spike' smiled at Applejack, He then patted the ground next to him, gesturing her to sit down.

Applejack walked over and sat down

"It's a great view isn't it?" 'Spike' asked, Applejack looked into his eyes, his beautiful eyes...

"Yes it is..." Applejack said looking at 'Spike'

Applejack then remembered what she had to do.

"U-Um... Spike, theres something Ah'd l-like to tell ya."

'Spike' turned to Applejack "What is it?" He asked

Applejack gulped "W-Well, ya see... I've kind of sort of... have a little c-crush on you."

'Spikes' eyes widened

"R-Really?" 'Spike' said

"Y-Yeah, ya see... I kind of like ya..." Applejack stuttered

'Spikes' eyes were wide open

"I... AJ you actually li-MM!" Applejack grabbed 'Spike' and started kissing him on the lips

 _Damn Applejack! That was smooth!_ Loopy thought to himself

Applejack surprised herself when she kissed him.

Applejack enjoyed the feeling of pressing her lips to his.

Applejack pulled out and blushed

'Spike' stood there, surprised

"Applejack..." He said

Soon Applejack blushed as she remember who she just kissed

"A-Ah'm Sorry Loopy! Ah don't know what came over me!"

Loopy was blushing so much, He turned to the draconequus standing there, speechless as to what just happened

"Discord, can you change me back?" Loopy asked

Discord snapped his fingers and Loopy was his old Pegasus self again

"Applejack, You're an amazing kisser." Loopy said

Applejack blushed "Aw shucks..." Loopy then laughed nervously "Er, don't tell Faith I said that."

Applejack chuckled "Your secrets safe with me."

Loopy smiled, Discord then cleared his throat "Well, if your done here, I'm going back to Fluttershy."

Discord snapped his fingers and in a flash he was gone.

Loopy looked at Applejack, "Think you're ready Applejack?"

Applejack nodded "Ah think Ah am." Loopy smiled, "Then tomorrow we'll go see Spike, I'll plan a picnic for all of us!"

"Thanks for the help Loopy." Applejack said

Loopy chuckled "No problem."

Applejack smiled

* * *

 _The next day_

Applejack woke up from her bed, she rubbed her eyes. _Todays the day..._ She thought

She got out of her bed, put on her hat, and then walked to her door

She was about to open the door when she froze. a part of her kept saying she couldn't do it

But another part said she had too, She put on her game face "Ah CAN do this..." She said

She opened the door and walked out

* * *

Loopy was waiting for Applejack "Morning AJ!" Loopy exclaimed, He was holding a picnic basket, Applejack raised an eyebrow

"When did you get here?" Applejack asked, Loopy chuckled "About 5 minutes ago." Loopy said

Applejack smiled

"Well, What're we waitin' for?!" Applejack exclaimed

Loopy chuckled, seeing the determination in her eyes

"I can see that your love for Spike... Fills you with determination." Loopy grinned

Applejack nodded "You bet it does!"

Loopy smiled " Then let's go!"

"Oh wait! I forgot somethin'!" Applejack ran back inside, she came back out holding a sandwich.

"It's... just a sandwich..." Loopy said, Applejack blushed "I-Its a special sandwich I made for Spike, he eats gems so I thought I'd make him a Ruby sandwich..."

Applejack put the Ruby sandwich in the basket

"Alright, Now lets go." Applejack said

Loopy and Applejack started walking to Twilight's castle

* * *

Applejack and Loopy went to Twilight's castle, they entered to be greeted by Spike, Applejack blushed seeing him.

"Hey guys, What brings ya here?" Spike asked

Loopy smirked "Actually we came to see you."

Spike was surprised "M-Me? Why?"

"Applejack and I were wondering if you'd like to hang out with us." Loopy said

Spike had wide eyes "But, What about Discord?" Loopy chuckled "Well, ever since Discord and Fluttershy got together, Discord has been spending more time with her."

Spike thought about it for a minute, then nodded "Sure why not?" Loopy smiled

Loopy shared a quick glance with Applejack, He winked at her

Applejack was blushing, she was nervous about this, but she didn't want to stop now.

"I'll tell Twilight that I'll be going with you guys." Spike said as he ran off. Loopy squealed at how cute he was.

Applejack gave him a funny look "Where did that come from?"

Loopy blushed "Sorry, I just think Spike is SOOOO adorable, I just wanna cuddle him!" Loopy blushed even more when he realized what he just said

"U-Umm... I mean..." Loopy was as red as a tomato

Applejack laughed

* * *

When Spike returned they were off, Spike looked at Loopy "So what're we doing today?" Loopy smiled

"Well, I prepared a picnic for all of us!" Loopy exclaimed "I packed sandwiches and drinks, and Applejack made a special Ruby sandwich for you Spike."

Spike started salivating when he heard them say Ruby.

Spike quickly wiped his mouth. "Sorry." Spike laughed nervously

Loopy smiled

They continued walking to their destination.

* * *

They were at the hill that Loopy took Applejack too last night.

Loopy laid down the picnic blanket and then gestured Applejack and Spike to sit down

Spike sat down first, then Applejack sat next to him, blushing furiously.

Spike looked at Applejack, she looked back, Spike began blushing. _I never noticed how... Beautiful she looked, Ugh, Snap out of it Spike! You're heart belongs to Rarity, Nopony else!_ Spike thought to himself

Loopy saw Spikes blush, it was brief, But it was there.

Loopy smirked as he began handing the others plates with sandwiches on them.

Spike could smell the Ruby in the sandwich, He licked his lips.

Instantly Spike took a bite out of the sandwich, his eyes lit up and he looked at Applejack "This is amazing Applejack!" Spike exclaimed as he was taking more bites.

Applejack smiled "Ah'm glad ya like it Spike." Spike turned to Applejack "I don't just like it... I LOVE IT!" Spike hugged Applejack, she could not stop blushing.

Spike soon let go, He was blushing as well.

Loopy could see how well this was going.

Loopy finished his sandwich and then stood up "Well I'd hate to leave, but I have to get home before Faith worries, you two have fun!" He winked at Applejack and then flew off

Once Loopy was out of sight, he turned around and hid behind a bush, watching them.

Applejack looked at Spike "U-Um... So..." Applejack stuttered

Spike was blushing "U-Um..."

Loopy facehoofed at how awkward it got.

Spike turned and saw the sun was setting "Wow, this is such an amazing view!" Spike exclaimed, he then walked and sat down looking at the sunset

Applejack slowly walked up, Spike looked at her and patted the ground, Applejack went up and sat next to Spike.

"This was an amazing day, I needed this day off." Spike said

Applejack blushed, her heart was racing, the mood was perfect, she took a deep breath

"S-Spike?" Applejack stuttered, Spike turned to Applejack, "What's up?" Spike asked

"W-Well...Ah w-wanted to t-tell you somethin'." Applejack was stuttering like crazy

"What is it?" Spike asked

Applejack was gonna tell him, but her instincts told her to kiss him

She grabbed Spike and kissed him on the lips, Spikes eyes went wide, then they slowly closed, he moved his claw up and began stroking her mane.

Applejack felt Spikes claw, she deepened the kiss even more.

After about 20 seconds, They pulled out and opened their eyes.

"I...I love ya Spike." Applejack said

Spike was gonna tell her that his heart was only for Rarity, But he couldn't, instead he blushed.

Was Rarity really the love of his life?

Spike turned to Applejack "A-Applejack... I..." Applejack frowned, He was gone a say no, she knew he wouldn't wanna be with her

She was about to get up when Spike pulled her into another kiss, his eyes closed as he enjoyed the moment.

Once Spike pulled out he looked at Applejack "I thought Rarity was my true love... But turns out... she was sitting right next to me the whole time."

Applejack blushed

"I... Love you Applejack." He pulled her back into a kiss

Loopy was in the bush smiling with satisfaction, he then decided to fly home and leave them to their moment.

* * *

 **AWWWW ITS SO ADORABLE! *ahem* Anyways one couple down 3 to go.**

 **Next one will be Soarin and Rainbow. I love SoarinDash as well**

 **Anyways be sure to favorite and review!**

 **This is Robert, Signing off!~**


	14. Chapter 14

**Yay, Chapter 13 is here! Today this chapter is gonna be about Rainbow Dash and Soarin, Hehe~**

 **I am making these chapters to practice my romantic scenes, tell me how well I'm doing.**

 **Be sure to favorite and review! Its always appreciated!**

 **ON WITH THE FANFIC!**

* * *

Chapter 13: Loopy the Matchmaker, Soarin and Rainbow Dash

Loopy was hanging out with Rainbow Dash, he thought he should work on their friendship, he was currently racing her... Well attempting too... and failing.

Rainbow Dash was so fast! It was insane!

Soon after Rainbow landed, Loopy caught up with her, he landed, panting heavily

"Wow *pant* You're so *pant* fast!" Loopy exclaimed, still catching his breath.

"I know I am." Rainbow Dash smirked

Loopy chuckled

* * *

Rainbow and Loopy were walking through town when Rainbow started talking, trying to start a conversation

"So... What do you like to do?" Rainbow asked

Loopy felt the awkward atmosphere but chose to answer anyways

"Well, I love to sing, well you knew that, I like to pull pranks..." Loopy said

"Do you like the Wonderbolts?" Rainbow asked

Loopy raised an eyebrow "Who are the Wonderbolts?"

Rainbow Dash gasped and then pulled Loopy to her face.

"You don't know who the Wonderbolts are?!" Rainbow asked, filled with shock

Loopy shook his head

"Thats it, today I'm taking you to meet The Wonderbolts." Rainbow said

Loopy thought about it for a sec "Ummm how bout a no?" Rainbow looked at Loopy

"N-No?" Rainbow asked

Loopy chuckled "I'm sure it'll be fun but I've got a... Thing at a... Place!"

Rainbow simply grabbed Loopys hoof and pulled him

W-Where are we going Rainbow?" Loopy asked

"To go meet the Wonderbolts!" Rainbow exclaimed

Loopy sighed

* * *

Rainbow practically forced Loopy to come.

They were standing there watching a bunch of weird dressed Pegasi flying about.

"So... Why'd you bring me here again?" Loopy asked

"So you could meet The Wonderbolts!" Rainbow exclaimed

Loopy sighed _Okay, just pop in say hello and pop out, Simple..._ Loopy thought to himself

His thoughts were quickly interrupted

"Rainbow Dash!" He heard somepony call, he turned to see a light blue Pegasus stallion, with a dark blue mane

He looked at Loopy "Who's your friend?" He asked

"Soarin, meet Loopy, I brought him here cause he's never heard of the Wonderbolts, so I'd thought I'd introduce you." Rainbow said

Loopy stook out his hoof out "Nice to meet ya." Loopy said

Soarin took his hoof and shook it "Same here."

"Well, I'll catch ya later, see ya Rainbow Dash!" Soarin flew off

Loopy noticed that Soarin was slightly blushing when he said bye to Rainbow.

 _Wow, looks like I might have to play matchmaker again._ Loopy thought.

* * *

Loopy and Rainbow were chatting

"You and Soarin seem pretty close..." Loopy said as he raised an eyebrow

Rainbow didn't catch on though "Yeah, he's a good guy to hang around I guess."

Loopy facehoofed on the inside

 _Hmm, maybe I can talk to Soarin about it if I can't talk to Rainbow..._ Loopy thought

"Hey Rainbow? I'd really like to come back again, The Wonderbolts seem like cool ponies to hang around." Loopy said

Rainbow smiled "Well of course they are! They're the Wonderbolts!" Loopy chuckled

"So, think we can stop by again?" Loopy asked

Rainbow thought about it "I dunno, Whats in it for me?" She asked

"Umm... Well."

Rainbow started laughing "I'm just kidding! I don't need anything, You're my friend after all!"

Loopy smiled "Well, see ya Rainbow!" Loopy waved

Rainbow waved back and then flew off.

 _You're totally clueless Rainbow..._ Loopy smirked and then flew to his own house.

* * *

 _The next day_

Loopy was flying to Rainbows when he crashed into something, or somepony.

Loopy looked and saw Soarin of all ponies.

"Soarin! Just the pony wanted to see." Loopy said

Soarin raised an eyebrow "Why did you wanna see me?"

Loopy smirked "You have a crush on Rainbow Dash don't you?"

Soarin stiffened "W-What are you talking about?"

Loopy chuckled "The way you look at Rainbow, It's painstakingly obvious."

"Well... I..." Soarin said

"Don't worry, I wanna help you."

Soarin looked at Loopy "R-Really?" Loopy nodded

Soarin smiled "Thanks."

* * *

Loopy and Soarin flew over to Rainbows house

Loopy landed at the front door and knocked

Rainbow opened the door "Oh Hey Loopy! Hey... Soarin?"

Soarin blushed "H-Hi Rainbow Dash."

Rainbow was once again completely oblivious, suddenly she pulled Loopy and looked at Soarin "Um, excuse us a moment." Rainbow closed the door.

Rainbow turned to Loopy "H-How did you get Soarin to visit my house?!" Rainbow asked, clearly fangirling

"Well I-" he was cut off by Rainbow giving him a tight hug

"I don't care how, the important part is you got a Wonderbolt to come here, to my house!" Rainbow was freaking out

"But I thought you two were great friends." Loopy said, Rainbow let go "Well yeah, but it's not everyday a Wonderbolt comes to your house."

Loopy chuckled "Well you just slammed the door in his face..."

Rainbow instantly flew to the door and opened it "Heh, sorry about that..."

Soarin chuckled nervously "I-Its alright."

"Well, come on in!" Rainbow exclaimed

Soarin walked in "Heh, nice place Rainbow."

Rainbow Dash squealed slightly but then cleared her throat "I-I mean Thank you."

She was blushing from embarrassment

 _Hmm, Rainbow is still oblivious to Soarins obvious crush..._ Loopy thought

Soarin was simply staring at Rainbow, _She looks so pretty with her rainbow mane, Those violet eyes..._ Soarin thought.

Rainbow saw Soarin staring at her "Umm, Soarin?" Soarin shook his head "Sorry, must of zoned out..." Soarin said, blushing

"Well, How about you and I race?" Rainbow asked

Soarin smirked "Oh you're on!"

* * *

Soarin and Rainbow were racing each other.

They were neck and neck, approaching a tree Loopy was standing at

They both passed the tree, they flew back to Loopy

"So who won?" They both asked

"It was a tie." Loopy said

"A tie?!" They both said

"No ponies ever been able to keep up with me for so long!" Rainbow exclaimed

Soarin blushed "Heh, well... Y'know."

"Well you probably have to leave soon, so I'll see ya later Soarin!"

Loopy gave Soarin a look, Soarin then looked back and called out "Hey Rainbow!"

Rainbow turned back "Yes?"

"We should totally do this again sometime." Soarin said, blushing slightly

Rainbow quickly flew over to Loopy and began whispering "Omaigawsh a Wonderbolt actually wants to hangout with me!"

Loopy smirked "What're you waiting for then?"

Rainbow turned to Soarin "That would be AWESOME!"

Soarin blushed "Well, how about we do this every week?"

Rainbow gasped "Every... week?"

Soarin nodded

Rainbow couldn't help hug but him "OmaigawshOmaigawshOmaigawshOmaigawsh YES!"

Soarin was blushing furiously, he looked at Loopy and mouthed out the words "Thank you."

"Well, see ya later Rainbow" Soarin flew off

Rainbow turned to Loopy and then tackled him

"THANKYOUTHANKYOUTHANKYOUTHANKYOU!" Rainbow screamed

"You're welcome Rainbow... Now can you get off of me please?" Loopy said

Rainbow got off "This has been the best day EVER!"

Loopy chuckled _If only you weren't so oblivious._

Rainbow flew off "See ya Loopy!"

"Bye Rainbow!"

Loopy flew off

 _I am an amazing matchmaker._ Loopy thought as he flew off.

* * *

 **Thats chapter 13! I had a bit of trouble writing this so it's a little short.**

 **But I hoped you enjoyed it either way!**

 **Be sure to favorite and review, it always helps out!**

 **This is Robert! Signing off!~**


	15. Chapter 15

**Hey guys, welcome too Chapter 14, The lucky couple in today's chapter is Cheese Sandwich and Pinkie Pie, You saw this coming.**

 **This will also be a birthday episode for Loopy.**

 **Oh by the way Loopy is 15 and Faith is 13 (Close to 14), I know pretty young to move out.**

 **But that will be explained in another chapter.**

 **ON WITH THE FANFIC!**

* * *

Chapter 14: Loopy the Matchmaker: Cheese Sandwich and Pinkie Pie

Loopy was walking home, a smile on his face

 _I wonder what Faith has planned for me this time!_ He thought

Once he walked in he saw Faith on the couch, playing solitaire.

Faith's cutie mark was a deck of cards, You would think it would be restricted to card games, but shes good at every game.

She looked up smiling "Hey Loopy What's up? You look happy."

Loopy smiled "You bet I'm happy! It's a very special day today!"

Faith gave Loopy a confused look "Really? Well, enjoy your day!"

Loopy looked at Faith "Alright then, Have fun with solitaire."

Loopy walked to his room and sat on his bed. _Did she forget? ...Nah, she's probably playing dumb so she could surprise me._

Loopy put on a smile

Discord soon popped in, He seemed super happy "Hey Loopy..." Discord said, as hearts appeared around him

"Umm... Discord? You Alright?" Loopy asked

Discord nodded his head "I'm perfectly fine, I just had the best day of my life..."

Loopy smirked "Spent it with Fluttershy?"

Discord nodded

Loopy chuckled "Well, I have to go, it's a very special day today!"

Discord raised an eyebrow "Okay then, enjoy your "special" day."

Loopy frowned for a second but then smiled.

 _He must be playing dumb too._ Loopy thought

"Well, see ya later!" Loopy exclaimed

Discord waved, once Loopy left Discord scratched his head. "Is there something I'm forgetting?" He asked himself, he just shrugged and then teleported out.

* * *

Loopy was talking with the rest of the Mane 6

"What's making you so happy today Loopy?" Rainbow asked

Loopy grinned "It's just a very special day today..." He said

Everypony just stared at him, then Pinkie went up to his face "OOOOOO What day is it today?!" Pinkie asked

Loopy raised an eyebrow "Surely you know don't you?"

Everypony looked at each other.

Loopy felt his heart break slightly. _N-No, they're all just pretending to forget... Right?_

Applejack spoke up "Um, Sugarcube? What is so special about today anyways?"

Loopy really felt his heart break this time, Applejack is a terrible liar, and she wasn't stuttering or sweating at all.

Loopy felt tears in his eyes "D-Did you guys really forget?"

Everypony began sharing looks with each other.

"Loopy, can you tell us what today is?" Twilight asked

Loopy couldn't hold back his tears... or his anger "FIGURE IT OUT YOURSELF!" Loopy ran off sobbing

* * *

Everypony was at Loopy and Faith's house, Excluding Loopy

"What day could possibly be so important that had Loopy so worked up about?" Faith asked

Discord put his paw to his chin, he began scanning the room, He gasped when his eyes landed on a calendar with a circled date.

Discord walked over and looked at the calendar "Oh no..." He said

Everypony turned to Discord "What is it?" Twilight asked

Discord pointed to the date on the calendar.

Everypony walked to the calendar and their eyes widened

"Today is Loopys birthday..." Discord said, a frown on his face

"His birthday... OH NO I FORGOT!" Faith exclaimed

"We all forgot." Discord said

Everypony began feeling bad, not as bad as Pinkie though

She was holding back tears "I... Forgot a birthday?" Pinkie said, her lip quivering.

Everypony turned to Pinkie

"I...I never forget birthdays..." Pinkie said, her poofy hair was now straight down.

"Pinkie..." Twilight said.

Pinkies head shot up. "THATS IT, We will throw the most super awesome amazingly fun birthday party for Loopy EVER!"

Everypony looked at Pinkie "But that'll take a lot of work!" Faith said

Pinkie shook her head "IT MUST BE DONE!" Pinkie shot out the door to begin planning.

* * *

 _Somewhere else in Equestria_

A stallion was walking down a path, when he started shaking

He lifted his hat and spoke "My Cheesy sense is going off, Somepony needs help."

He began walking in a different direction.

* * *

 _The next day_

Loopy was walking thru ponyville, his eyes red from crying himself to sleep.

He kept walking when he ran into Somepony "Oh... I'm sorry mister."

The stallion in front of him wore some sort of poncho and had a hat on, he lifted it and looked at Loopy

"You don't look so good." He said

Loopy shook his head "I'm fine, just... Not in the best of moods."

As Loopy said that, the stallion began shaking

"Woah, you alright?" Loopy asked

The stallion looked at Loopy again "You wouldn't happen to be in need of a party would you?" He asked

Loopy looked down "Well... Not really, everypony forgot my birthday yesterday, so I'm not really in the mood."

The stallion gave a look of shock "Oh dear it's worse than I thought." The stallion said to himself

"The names Cheese Sandwich." The stallion extended his hoof to shake, Loopy took his hoof and shook it

"Loopy..." Loopy said, a frown on his face

Cheese nodded "Now if you'll excuse me." Cheese ran off somewhere

* * *

Cheese was galloping when he ran into somepony, He shook his head and looked, then he gasped "Pinkie?!" He said

Pinkie looked up "Cheese?! What're you doing here?"

Cheese smiled "Well, My Cheesy sense went off, it took me to ponyville, so here I am."

Pinkie gasped "Thats wonderful! I'm currently planning a party for my friend his name is Loopy and we all forgot his birthday which I feel so bad for so I'm gonna give him the biggest most amazingly awesome birthday party EVER!"

"Wait... Back up a sec, Did you say his name was Loopy?" Cheese asked

Pinkie nodded "Yup!"

"Then, Lets both plan it together!" Cheese said

Pinkie nodded "Okay! OOOOOOOOOOOO I'M SO NERVOUSITED!"

Pinkie and Cheese bounced off to plan the party together.

* * *

Everypony were decorating Loopy and Faith's house

"Discord, go and keep Loopy from coming home until were done decorating." Faith said

"Aye aye!" Discord saluted and then teleported out.

Twilight held a list that she made to help organize things better

"Alright, Balloons Check, confetti, Check." Twilight was checking off things.

Twilight looked up at a banner that said 'Happy birthday Loopy!'

Spike was on a ladder trying to hang it up

"A little higher!" Pinkie said looking at the banner

Spike lifted it as high as he could

"Perfect!" Pinkie said

Spike began hammering the nail

"Be careful up there Spike!" Applejack said

Spike smiled "Don't worry, I'll be fine!"

Applejack gave a worried look

"Alright the banners ready!" Spike exclaimed

Spike climbed down and walked up to Applejack "See? There was nothing to be afraid of!" He said

"Ah know, I just didn't want ya to get hurt." Applejack said

"Well, I'm fine so theres nothing to worry about!" Spike said

Applejack gave Spike a quick peck on the cheek "Ah know."

Everypony continued decorating.

* * *

Discord was hiding behind a bush, he saw Loopy looking at the sky.

Discord snapped his fingers and made present appear, he opened it and smiled.

Discord closed the present and walked over to Loopy

"Loopy?" Discord said

Loopy turned to see Discord holding a present, Loopy sighed "About time you remembered."

Discord sighed "I'm sorry I forgot, I hope you can accept my apology." Discord said, his ears drooping

Loopy took the present and opened it. It revealed a bracelet, Loopy took a closer look, it had engraved on it 'Loopy and Discord, Best friends forever.'

Loopy smiled

Discord held up his wrist to reveal the same bracelet "So we never forget our friendship." He said, smiling

Loopy put on his bracelet "Best friends..."

"Forever." Loopy and Discord said at the same time

Loopy hugged Discord "Thank you..."

Discord smiled "Now, what do ya say we go to our usual spot and pull some pranks!" Discord exclaimed

Loopy nodded "Yea!"

They borh flew off

* * *

The evening was approaching, everypony just finished decorating.

"Alright everypony! We're done!" Twilight exclaimed

Faith looked out the window "And not a moment too soon!"

Everypony hid and waiting for Loopy and Discord to walk in

* * *

"This was a fun night!" Loopy exclaimed

Discord smiled "Glad you had fun."

Loopy soon frowned "The others probably still don't remember."

"Don't say that! I'm sure they'll remember." Discord said

Loopy sighed, he opened the door to the house and walked in, Discord quickly teleported in and hid

"Why're all the lights out?" Loopy asked

Soon the lights came on and everypony jumped out yelling 'SURPRISE!' Causing Loopy to jump back and fall on his flank

Faith chuckled "Can anypony say Déjà vu?"

Everypony began laughing

Loopy was shocked, All his friends were there.

He smiled then tears of joy began streaming down his cheeks

"You guys, planned a birthday party? For me?" Loopy said

Everypony nodded

Loopy was so happy

Faith walked up, "And here's my present." Faith gave Loopy a kiss

Everypony soon realized they didn't have presents for Loopy

Once Loopy pulled out of the kiss he looked at everypony "Don't worry about getting me anything. I have everything I could ever need right here."

Pinkie and Cheese ran up into Loopys face and both said in unison "Happy birthday!"

Loopy chucked "Y'know, You two seem perfect for each other."

Pinkie and Cheese looked at each other and blushed

Loopy laughed as the party went on.

* * *

Cheese was sitting outside looking at the stars, Pinkie walked out a smile on her face

"Hey Cheese, They're playing pin the tail on the pony! Wanna join us?" Pinkie asked

Cheese looked to Pinkie and smiled "Pinkie? There's something I'd like to talk to you about."

Pinkie sat down and looked at Cheese "What is it?"

Cheese was nervous "W-Well... I've missed you Pinkie, A lot..."

Pinkie nodded "I've missed you too!"

"After being away, I've realize how much I missed... being with you..." Cheese said, a blush crept on his cheeks

"W-What I'm saying is... I think I... Have feelings for you Pinkie." Cheese said

Cheese then leaned in and kissed Pinkie on the cheek

"I-I'm sorry if I went too far..." Cheese said

He was about to get up when Pinkie grabbed him and began kissing Cheese on the lips

Once she pulled out, they were both blushing

"Pinkie..." Cheese said

"I...I love you Cheese."

"I love you too... Pinkie..."

They both leaned in and kissed again

Loopy was watching them from a window, smiling.

Soon he walked away from the window.

* * *

 **Chapter 14 done! There is one more couple I have yet to cover, it will be taken care of in a different chapter, cause i can't really think of a way to write it as a chapter on its own so it will be written into another chapter.**

 **Before you go and say "Loopy didn't get them together at all!" Technically if his friends hadn't forgotten his birthday, then Cheese would never have come to help, so Loopy did bring them together.**

 **Anyways be sure to favorite and review and I'll see ya later!**

 **This is Robert! Signing off!~**


	16. Chapter 16

**This is Chapter 15! This is going to be a Chapter where I bring in plot, you thought this would be just silly adventures in ponyville? I have a lot more planned for Loopy :3**

 **Anyways be sure to favorite and review!**

 **ON WITH THE FANFIC!**

* * *

Chapter 15: The Choice

Loopy was watering his plants when he heard a knock on the door

Loopy opened it to reveal a certain crossed eyed Pegasus, she was the mail carrier

"Letter for Loopy." She said

Loopy nodded "That's me." She handed him the letter and then flew off

Loopy opened it, his eyes widened

 _Dear Loopy Swirlen_

 _We invite you to our house to discuss something important with you_

 _You are premitted to bring any friends you may or may not have._

 _Sincerely_

 _Jem and Manny Swirlen_

 _AKA Mom and Dad_

Loopy stared at the letter, eyes wide open

"Shit... I can't go home... Not after Faith and I..."

Discord popped in, startling Loopy.

"GAH, Oh Hey Discord!" Loopy said

Discord saw the letter in his hooves

"Whatcha got there?" Discord said

"Nothing important." Loopy said

Discord snatched it from his hooves and began reading it

After about 30 seconds he burst out laughing

"Your last name is... SWIRLEN?! PFFFFHAHAHAHAHAHAHA!"

Loopy looked pretty mad

"That doesn't matter... What matters is I can't go home."

Discord wiped away a tear "Why not?"

Loopy frowned "Well... Faith and I didn't exactly come here with our parents knowing..."

Discord shot up "You mean... You ran away?"

Loopy nodded "The money we got from Mom and Dad, they think we went on a trip for the company."

Discord raised an eyebrow "Company?"

Loopy sighed "My parents own a company, Y'know all the gardening equipment that everypony uses?"

Discord nodded

"Well, My parents manufacture them, You could say it's why I love nature so much." Loopy said

Discord was shocked "So you ran away because?"

"I...I didn't wanna own the company, My parents kept saying I'll be CEO one day, I don't wanna be CEO though, I just wanna be... Me." Loopy was frowning

Discord put his eagle claw on Loopys shoulder, concern in his eyes "Your parents probably miss you."

Loopy sighed "I just wanna be a normal teenager, living life."

Discord took Loopys hoof

Loopy looked Discord in the eyes, he smiled slightly.

"I didn't take you for the comforting type." Loopy chuckled

Discord smiled "Guess Fluttershy is rubbing off on me."

"Well, I don't know what I'm gonna do." Loopy said

"It's simple, just go see what your parents want." Discord said

Loopy sighed

Suddenly Faith walked in, Seeing Discord holding Loopys hoof looking into his eyes.

"Umm... What're you doing." Faith asked

Loopy and Discord turned to Faith

"Comforting Loopy." Discord said

Faith sighed with relief

Loopy gave her a look, then his eyes widened "W-Were you thinking that Discord and I were..."

Immediately Discord let go "N-No No No! Thats not how I swing, Fluttershy is the only one for me!"

Discord was blushing furiously

Faith chuckled "So, what's going on?"

Loopy sighed and handed Faith the letter

She read it and then her eyes widened

"Oh crap..." Faith said

Loopy nodded "I think we should go."

Faith shook her head "Fuck No! Mom and dad are gonna murder me once they find out where I've been!"

Discord snapped his fingers and zipped up Faiths mouth "Language! I'm gonna have to clean out that mouth later!" Discord said

Loopy unzipped Faiths lips

"You get the picture!" Faith said

"Faith, we don't have much of a choice." Loopy said

Faith sighed "Fine..."

Loopy smiled "Lets gather the others, Mom and Dad said I could bring friends."

Loopy, Faith and Discord left to get the others.

* * *

Soon after they gathered everypony, they were on the train to Canterlot

Everypony kept asking Loopy questions about his parents' company

"Your parents really invented gardening tools?!" Pinkie asked

Loopy facehoofed "For the fifth time Pinkie, they didn't invent gardening tools, they manufacture them."

"Oooohh now I get it!" Pinkie said

Loopy sighed

"That explains how you were able to buy a house." Twilight said

Loopy nodded "My parents gave me the money without knowing that Faith and I were running away."

"You ran away?" Fluttershy said

Loopy nodded "I'm only 15 and Faith is almost 14, You guys really didn't question why we were getting a house at such a young age?"

Everypony began looking at each other

"No matter, we're almost at Canterlot."

* * *

The train stopped and everypony got off the train, Loopy sighed

"Alright, follow me, I'll lead you guys to my house." Loopy said

Everypony began following him

"So, what're your parents like?" Discord asked

Loopy sighed "Well, I got most of my personality from my Mom."

"My mom is kind, loving, silly, and can be serious when needed, My dad on the other hoof..."

Loopy hesitated "He's more... Stern..."

Loopy shook his head "Nevermind that, we should be there soon."

* * *

Everypony was standing in front of a mansion of some kind

"Loopy... Your house is massive!" Rainbow said

Loopy sighed "Yeah, I guess..."

"I guess I'll show you in..." Loopy said, in a kind of monotone voice, indicating he doesn't wanna be here.

Loopy lead them in and everypony gasped when they saw the inside

"Darling! This interior is absolutely stunning! The décor is exquisite!" Rarity was practically entranced by the decorations

Everypony began looking around, Twilight opened a door and gasped "This library is huge!"

"Loopy! How come you haven't told us this before?" Rainbow asked

"Because I wanted real friends, not fake ones that took advantage of me being rich." Loopy said

Everypony stopped and looked at Loopy

"Well... I guess I'll show you guys around." Loopy said

Loopy took everypony to a room with double doors, "Alright, be quiet in this room." He opened the door to reveal a room full of animals, it was practically a rain forest

Fluttershy gasped "Wow, so many animals!" She said

Loopy chuckled and then closed the doors

Loopy walked up to another door "I think you'll like this one Discord, I call it..."

Loopy opened the door "The confusion room!"

The room was going in all different directions, furniture was on the roof, it was basically chaos in there

Discord was in shock "How did you even manage that?! Only I can do that!"

Loopy chuckled "Took months to build."

"What purpose does this room even serve?" Discord asked

Loopy shrugged "I dunno."

Loopy closed the door

"Welp We got a lot of rooms to cover." Loopy said

* * *

"And that's basically all the big rooms covered." Loopy said

"I can't believe you have a bowling alley, an auditorium, and a dojo! This place is like a maze!" Rainbow exclaimed

Loopy chuckled

"Loopy!" A voice called out

Loopy turned to see a dark blue Pegasus mare with brown eyes and Blue hair, Loopy smiled

"Hi mom." Loopy said

The mare walked over and hugged him

"Hows my baby boy doing?" She said

"Mom! Not in front of my friends!" Loopy was blushing

Discord snickered a bit

"Where's Dad anyways?" Loopy asked

"Oh he'll be here."

The mare turned to the others

"Hello! My name is Jem, Pleasure to meet you!"

Loopy began introducing his friends.

"This is Twilight Sparkle, Rainbow Dash, Applejack, Rarity, Pinkie Pie, Fluttershy, And Discord, You already know Faith." Loopy said

"Great to see you again Mrs. Swirlen!" Faith said

Jem smiled "Nice to meet you all."

Suddenly a door opened, everypony looked to see a red Pegasus stallion with brown hair and brown eyes, he walked over to Loopy, staring at him

"I can see where Loopy got his looks from." Discord whispered

Loopy sighed "Father..."

The stallion looked at Loopy "Son..."

Loopy turned to his friends "Guys, meet my father, Manny."

Manny rolled his eyes "Please refer to me as Mr. Swirlen."

He turned to the draconequus and scoffed "Son, you dare associate yourself with a creature like that?" He whispered

Loopy gave his father an angry look and scowled "Who I hangout with is none of your business Father."

Manny gave Loopy a disapproving look.

"Son... Your mother and I wish to discuss something with you."

Manny walked off soon after

Loopy turned to his friends and sighed "Sorry guys, I'll be back soon..."

"Don't worry about it!" Discord said

Loopy smiled and then walked off

* * *

 _Later..._

Loopy was in his Fathers office, his mom was standing there too

"Son... You know we love you, and care about you, but associating yourself with those commoners and that... Thing." Manny said

Loopys eye slightly twitched "Father, like I said before, who I associate with is none of your business..."

"But associating yourself with that abomination is something I will not tolerate!" Manny said

"Father, enough of this! What did you wanna discuss with me?" Loopy asked

"As you know... Someday you will inherit the company, So in order to get the proper training, I am making you Co-CEO of the company."

Loopys eyes widened

"W-W-WHAT?!" Loopy yelled

Jem frowned at his reaction

"B-But I can't!" Loopy argued

Manny scoffed "You have no say in the matter, I know you didn't really leave for the company, you ran away... Consider this your punishment."

"Honey, Loopy needs the freedom to choose at least." Jem said

Manny sighed "I'll give you a week to decide... But if you don't decide by then, you will be forced to become the Co-CEO."

Loopy walked out, stomping his hooves.

Before he left he looked back "I hate you..." He said

Loopy slammed the door

* * *

 _Meanwhile, within Loopys subconscious_

"Soon... I will be free to roam..." A sinister sounding voice said

"He just needs... To get angry..."

* * *

Loopy stomped out of the room

Everypony saw he was angry, Faith ran over and tried calming him down.

"What happened Loopy?" She asked

Loopy sighed "Dad wants me to Co-CEO of the company."

"Thats great Loopy!" Twilight exclaimed

"No it's not great! If I become Co-CEO then I'd have to move out of Ponyville, I won't see you guys again." Loopy said

"But Loopy, what's so bad about-" Twilight was cut off by Loopy shooting a glare at her, his eyes flashed red for a moment

"Shut... Up..." Loopy said

Everypony looked at Loopy in shock

Loopy put his hoof to his head and wobbled slightly.

Loopy sighed "I...I need some time alone."

"There are some guest bedrooms upstairs you can stay in." Loopy said

Loopy opened a door and closed it behind him.

"You think he'll be alright?" Discord asked

Everypony turned to see Discord with worried eyes

"I'm sure he'll be fine..." Faith said, though she seemed unsure.

* * *

Loopy was walking through hallways, he went up to a door and opened it to find his old room

Loopy looked around his old room, then sighed

Loopy picked up an old family picture, he saw his parents smiling, along with him when he turned 5

"Those were the days..." Loopy put the picture back.

Loopy laid on his bed and looked up at the ceiling, when suddenly he heard a voice.

"You're probably angry aren't ya?" A voice that sounded similar to Loopy was talking.

Loopy shot up in surprise "W-Who're you?"

"I am your conscience." The voice said

Loopy raised an eyebrow "Conscience?"

"Yes... You're upset aren't you?" The voice continued

"W-Well yes..." Loopy stuttered

"Why not take out some of that anger?"

"But... I can't, I don't wanna." Loopy said

Suddenly a sinister laugh echoed through Loopys head

"Come on... Don't you wanna destroy those who hurt you?"

Loopy shook his head, trying to rid these thoughts.

"Let your anger out..."

Loopy tried his hardest to block out these thoughts, but they kept coming back.

"N-No... Get out of my head..." Loopy said

Loopy couldn't hear anything anymore, he sighed with relief

"Am I going crazy?" Loopy asked himself

A knock on the door snapped Loopy out of his thoughts

"Loopy? it's me." Discords voice came from the other side of the door.

"C-Come in..." Loopy stuttered

Discord opened the door and entered

"You alright Loopy?" Discord asked

Loopy stiffened "Y-Yeah, I-I'm fine..."

Discord wasn't buying it.

"Loopy, What's really going on?" Discord asked

"I-I told you, Theres nothing going on."

"Loopy, I'm your best friend, You can talk to me if you need to." Discord said

"I said there's nothing WRONG!" Loopy suddenly snapped at Discord, his eyes glowing red for a moment.

Discord was shocked by Loopys behavior

Loopy suddenly grabbed his head and started wobbling

 _What the hell is going on with me?!_

Loopys head was hurting like crazy.

"L-Loopy? You alright?" Discord said

Suddenly Loopy lost consciousness.

"Loopy!" Was the last thing Loopy heard before he completely lost consciousness

* * *

 **#CliffHanger MUAHAHAHAHAHA**

 **Also, I am absolutely terrible at coming up with names XD**


	17. Chapter 17

**Chapter 16 is here, we are approaching the finale!**

 **Be sure to favorite and review! Feedback is always appreciated**

 **ON WITH THE FANFIC!**

* * *

Chapter 16: Loopys inner darkness

"Loopy!" Discord yelled as Loopy collapsed to the floor

Discord took Loopy in his arms and began listening for a heartbeat

He sighed with relief when he heard his heart was still beating

"Okay... Calm down Discord... I gotta get the others." Discord said to himself

Discord snapped his fingers, Loopy was now in bed.

Discord soon teleported out

* * *

Loopy woke up to find he was back in ponyville

"What the hell?" Loopy said

He got out of his bed and walked to the living room.

Faith was there...

"Faith?" Loopy said

Faith turned to Loopy, but she wasn't happy.

"Why did you leave us?" She asked

"L-Leave? What're you talking about?"

Suddenly the scene changed and Loopy was looking at a grave now.

"W-What?" Loopy said

He read the gravestone

"Here lies... Discord?!" Loopy was shocked

"T-Thats impossible!"

Suddenly a loud laughter fills the area

Loopy turned to see... Himself, except his coat was darker, his eyes were red and his cutie mark was a burning leaf.

"Oh, But it's quite possible." The other Loopy said

"W-Who are you..."

The other Loopy began cackling

"I'm you... Your dark side... The side that will destroy you!"

Loopy was terrified "P-Please... Leave me alone."

"Don't worry... Soon you won't feel anything..."

Suddenly the other Loopy grabbed Loopys neck and began squeezing, Loopy was choking.

* * *

Discord brought everypony else to Loopy

"What happened to him Discord?" Twilight asked

Discord began explaining "I was talking with Loopy, something was bothering him so I came to ask him about it, but when I asked him, he said it was nothing, third time I tried asking, he snapped at me, then he suddenly grabbed his head in pain, and then fainted."

Twilight put a hoof to her chin "Strange..."

Suddenly Loopy began shaking, he put a hoof to his neck and began coughing, Almost like he was being choked.

Faith ran over and put her hoof on his hoof

"Don't worry Loopy, we're here for you!" Faith said

Loopy stopped coughing and his hoof lowered, he began breathing normally.

"I'm letting the Princesses know about this, Come on Spike."

Twilight and Spike left, everypony began leaving too

"You two coming?" Applejack asked

Discord and Faith were sitting there watching Loopy

"We'll stay behind, and keep an eye on him." Discord said

Applejack nodded and then closed the door

* * *

Loopy was still in the other Loopys grip, He's struggling to breathe

"Hm... Pathetic weakling." He said, He was about to finish the job when a voice was heard

 _Don't worry Loopy, we're here for you!_ The voice said

Suddenly Loopy fell to the ground, gasping for air.

"Hm, it seems I've run out of time." The other Loopy said

"You... Won't get away with this." Loopy said

"Oh the old 'You won't get away with this!' Phrase, that's so overused..."

The other Loopy disappeared, leaving Loopy to figure out what's going on.

"Okay Darky... You wanna play? I'll play... Hm, Darky, it's a bad name, but it'll have to do." Loopy said

He then walked down an unknown path, hoping to find something.

* * *

Discord and Faith were both watching over Loopy, he just laid there, unconscious.

Discord was beginning to worry

"Thats it, I'm going in to figure out what's going on!" Discord exclaimed

"Discord, You don't have to worry so much!" Faith said

Discord ignored her and jumped inside of Loopys mind

After a couple seconds he shot back out and hit the wall.

"Oh my gosh! Discord are you okay?" Faith said

Discord rubbed his head "I'm fine, but... There's some sort of magical barrier keeping me out."

Faith helped Discord up "The best we can do is keep an eye on him." Faith said

Discord nodded, they then sat down and continued watching Loopy.

* * *

Loopy was walking. It felt like he'd been walking forever.

"Okay... I gotta keep walking, I gotta figure out what's going on." Loopy said to himself

Loopy looked around and realized he was in the everfree forest now.

"Great, Now I'm at the place I hate the most..." Loopy sighed

Suddenly Loopy saw something move, He stiffenend

"H-Hello? Is anypony there?" Loopy asked

No answer.

Loopy shrugged and continued to slowly walk down the path.

"I don't like this." Loopy said

Loopy was terrified of the everfree forest ever since that incident when Discord was turned into a baby, He looked for Discord in the everfree alone.

"Ugh, I just wanna get out of here..." Loopy said

Loopy began hearing a sinister laugh again

"Great, Darky's back..." Loopy said

Darky appeared in front of Loopy, grinning like a mad man

"Darky? Is that your new nickname for me? Oh I'm touched." Darky said

"Cut the shit, Where am I?" Loopy said

"Ooo scary... Not."

"ANSWER THE QUESTION!" Loopy was getting angry

"You must be angry at me, Hm?" Darky was provoking Loopy

"ANSWER MY DAMN QUESTION!"

"Delicious anger..." Darky began feeding off of Loopys anger

Darky then punched Loopy in the stomach, causing him to be shot into a tree, he began coughing up blood.

"You can't defeat me, I feed off of anger..."

"Anger..." Loopy said

Loopy then realized he should calm down

He took a deep breath

Darky began looking weaker

"Dammit." Darky was about to fly off when Loopy grabbed him and pulled him to the ground

Loopy walked up and looked at him

"Where. Am. I." Loopy said

Darky chuckled "Might as well tell you."

"You are in your subconscious, your mind."

Loopys eyes widenend "What?"

"I am your inner darkness, created from the suffering you've been through, the anger you had bubbled up inside you."

"I... Created you?"

Darky simply nodded

Loopy smirked "So in a way... You're my son."

"I am NOT your son!" Darky yelled at Loopy

"Going through your rebellious phase eh?" Loopy said

"SHUT UP!" Darky was getting annoyed

"I don't like your tone young man!" Loopy exclaimed

Darky stood up and tackled Loopy

"SHUT THE HELL UP!"

Loopy simply laughed

"Laugh all you want, but soon I will be having the last laugh, once I take control of your body, I will take over Equestria!" Darky then flew off

Loopy stood up "Thank you for revealing your plan."

"Now I gotta chase after him."

Loopy began flapping his wings, he took off and began flying, only to fall back to the ground.

"Note to self, can't fly in my subconscious."

Loopy began walking in the direction that Darky flew

* * *

After about an hour or so of walking, Loopy was out of the everfree, He saw a sign up ahead, he walked over to it and read it

"Memory Lane, Regret Road, Wow... Such original names."

"Friendship city? What is this?!"

"The only one that doesn't sound pleasent is Regret Road." Loopy said

"You lost?" A voice said from behind Loopy.

Loopy turned and gasped, he saw another pony, It was a mare that had a Rainbow coat with a cotton candy mane and pink eyes

"You're..."

"Thats right, your imaginary friend from when you were 6, Candy!"

"Right, this is my subconscious, of course you'd be here, Candy."

"It's been 9 years Loopy! You've gotten bigger!" Candy exclaimed

Loopy nodded "And you haven't changed at all."

Candy smiled "So, Why're you here anyways?"

"I'm looking for somepony that looks like me, except darker."

Candy stiffened "You're looking for him?"

"You've heard of Darky?" Loopy asked

"Darky?"

"It's my name for him." Loopy said

Candy nodded "Well, Darky has been causing all sorts of trouble around here."

"If I don't stop him, he's gonna take control of my body and rule over Equestria."

Candy gasped "Oh my, this is serious indeed."

"Do you know where I might be able to find him?" Loopy asked

"He usually goes through Regret Road, you should be able to find him there."

"Figures... I can't fly AND I have to go through there." Loopy sighed

"Well I have to go, Good luck!" Candy walked off

Loopy looked back at the sign.

"Regret Road..."

Loopy walked down the path.

* * *

Loopy was walking down a road, though it felt almost... Unsettling.

"Ugh, I just wanna get through this..." Loopy said to himself

Suddenly he heard an all too familiar laugh

"Oh boy..."

"I see you're in Regret Road now, here you will find the things you regret the most." Darky explained

"Why're you telling me this?" Loopy asked

Darky chuckled "Just to let you know what you're getting into."

Loopy sighed "Thanks... I guess."

"It's not like you'll survive, so Good luck, you're gonna need it."

And with that Darky disappeared

Loopy continued walking, when all of a sudden he heard his voice.

 _Mom...Dad, I miss you, I...I shouldn't have left..._

Loopy froze in place

He felt tears in his eyes, deep down, he truly regretted running away.

 _Dad...I shouldn't of said that I hated him...I'm sorry..._

Loopy fell to his nees and began to cry

"M-Mom... D-Dad... I'm so sorry..." Loopy said as he continued sobbing.

* * *

Discord and Faith were still watching Loopy

All of a sudden, Loopy began crying

"Loopy..." Faith said

"M-Mom... D-Dad..." Loopy muttered

"I'll get his parents." Faith said

* * *

Faith came back with Loopys parents

Jem walked over to Loopy

"Loopy... It's Okay, I'm here." Jem whispered

Manny was standing there looking at Loopy

"D-Dad... I didn't mean it... I'm...Sorry." Loopy said quietly.

Manny walked over to Loopy

"Loopy, if you can hear me... I forgive you."

Suddenly Loopy stopped crying when Manny said that.

* * *

Loopy was sobbing still when suddenly, the regret inside of him left

Loopy stopped crying

"W-What happened?" Loopy asked himself as he wiped away his tears

Suddenly Loopy heard hoofsteps

He turned around, but before he could see who it was, He was hit in the head

Loopy was knocked out.

* * *

Loopy woke up on some sort of bed

He tried moving his hooves, but they were held by something

"Rise and Shine..."

Loopy saw Darky standing in front of him

"Y'know, you really are a nuisance to my plans."

"What are you going to do to me?!" Loopy yelled

Darky held a remote in his hoof

"I'm going to shock you to death."

Loopys eyes widened

Darky pressed the button and Loopy began screaming in pain as hundreds of volts entered his body.

* * *

Out of no where, Loopy began screaming in pain, causing Manny and Jem to immediately back away

"Loopy!" Discord yelled as he ran over to Loopy

Everypony else ran in

"What's going on?!" Twilight asked

"I don't know!" Faith answered

Suddenly the smell of burning flesh filled the room

Discord began examining his body

Once he saw that Loopys flesh was burning off he rubbed his hands together, a golden aura surrounding his hands.

"Stand back..." Discord said

He put his hands on Loopy and his flesh was healing up, but he was still screaming in pain.

"He's... Being electrocuted?" Discord said

"How is that possible?" Faith asked

Discord shook his head "I don't know."

Discord kept his hands on Loopy, trying to keep him alive.

* * *

Loopy was being electrocuted, he smelled his burning flesh.

Darky pressed the button again and Loopy was no longer being electrocuted, Loopy was breathing heavily.

"Hm, your stupid friend is keeping you alive..."

"D-D-Discord..."

"You win this round, but don't think I'm letting you go."

Darky disappeared leaving Loopy on the torture table.

"I...I need to get out of here."

"You need some help?"

Loopy looked up "Candy?!"

Candy came up to Loopy.

"In the flesh!" Candy exclaimed

"Candy can you get me out of here?"

"No Problemo!"

Candy pressed a button

Loopy was free

"Thanks Candy, I owe you one."

"Anytime, Now go!"

Loopy ran out

* * *

Loopy stopped screaming and was breathing heavily

Discord took his hands off of Loopy

"I hope Loopys alright." Discord said

Everypony nodded in agreement

"I can't stand to see him like this." Rainbow said

"All we can do is wait." Twilight said

Everypony soon left the room

"Call us if you need anything." Jem said

Soon Discord and Faith were the only ones in the room again

* * *

Loopy was running down a path, when his eyes spotted a sign

"The exit? Finally!" Loopy was about to enter the door when he was shot by something

Loopy regained his balance and looked up to see Darky standing there

"Thanks for helping me find the exit, now I can take over Equestria, I was going to destroy you, but I'll leave you here to suffer instead!"

Darky walked through the exit, once he walked through the door closed

"NO!" Loopy shouted

* * *

Darky opened his eyes, he was now controlling Loopys body

He sat up and looked around

"Loopy!" Suddenly he was tackled into a bear hug.

"Oh Loopy! Don't do that to me again!" Faith exclaimed

"Loopy you're awake!" Discord exclaimed

Darky cleared his throat "Yeah, I am."

"Wait till everypony else hears about this!" Faith exclaimed

"Yes, let them know..." Darky said in a sinister tone

Discord gave him a suspicious look.

* * *

Loopy was punching the door, trying to open it.

"NO, LET ME OUT!" Loopy was yelling

Loopy fell to his knees.

Suddenly Loopy saw his room, he saw Faith and Discord

"Am I... Looking through Darkys eyes?" Loopy asked himself

 _Soon, Equestria will be mine..._

"Huh? Is that... What Darky is thinking?"

Loopy decided to just monitor for now and hope to find a way later.

* * *

Darky was outside

He was plotting on how to take over Equestria when Discord popped in

"Hey Loopy." Discord said

Darky jumped back in surprise

"Oh Discord, You surprised me."

Discord gave Darky a suspicious look again

"I don't usually surprise you just like that."

Darky stiffened "Well, I was in deep thought so."

Discord still was suspicious but nodded anyways

"Alright then." Discord said

"I'm sorry for worrying you by the way."

"Don't mention it."

Darky went in for a hug

Just as he approached Discord, he took out a knife and stabbed him

Discord fell to the ground gripping his stab wound, he kept trying to heal his wound, but nothing was happening.

"Sorry, Discord but you're in the way of my plans." Darky said, his eyes glowing red and his voice sounding deeper

"Y-You're not Loopy..."

"What gave it away? Well I gotta run, I have a some Princesses I need to over throw."

"Oh by the way, this knife is special, crafted from pure darkness... It cancels out all healing magic, and natural regeneration."

Darky laughed and then walked off, leaving Discord on the ground bleeding out

With all the strength he had left he snapped his fingers and teleported to his friends

Everypony was shocked to see Discord, but were even more shocked to see his stab wound

"Discord!" Fluttershy immediately went to Discord

"What happened?" Twilight asked

"That... Wasn't Loopy." Discord said

Everypony gasped

"Come on, we need to tend to Discords wounds!" Twilight said

Everypony nodded

* * *

Loopy was looking through Darkys eyes

"What is he up too." Loopy said

He saw Discord with him

He saw Darky go in for a hug.

"What the hell?"

Suddenly he saw Darky holding a knife

Darky stabbed Discord

"NO! DISCORD!" Loopy yelled

Loopy suddenly felt angry

"No one... Hurts my best friend."

Loopy suddenly got a rush of adrenaline and he ran to the exit and began pulling on it, trying to open it

Loopy could feel it slightly opening but then it closed immediately.

"I need some help."

Loopy took a deep breath and yelled out

"CAAAAAANDYYYYYYY!"

Suddenly Candy came running towards Loopy

"Need something?"

"I need some help opening this door, think you can help?"

"Oh I can do more then help!"

Candy then split into multiple Candys

All of them began pulling the door, trying to open it

* * *

Discord was laying on a bed, his torso wrapped in bandages

"Okay everypony, we have to look for Loopy." Twilight said

"Rainbow and I will take the skies, Rarity, Applejack and Pinkie you take the ground, everypony else stay here and look after Discord."

Everypony nodded

* * *

Darky approached the castle, grinning like a mad man.

"This is it..."

Suddenly Darkys head began hurting.

"Gah!"

* * *

"PULL!" Loopy yelled

"I'M PULLING!" Candy yelled

"PULL HARDER!" Loopy yelled

Loopy saw the door opening.

"Wish me luck!" Loopy squeezed through the door

* * *

Darky began screaming, he felt his body being split

Suddenly Loopy came out of Darkys body.

Darky turned back to his original form

"H-How?" Darky asked

Loopy turned to Darky, his face full of anger

"I will get you for what you did..." Loopy said

Loopy flew off

* * *

Loopy was flying back to his house when he ran into somepony

He looked up "Rainbow!?"

Rainbow looked back, she then tackled Loopy and pushed him to the ground

"You've got a lot of nerve doing that to Discord!" Rainbow yelled

"Rainbow Its me, Loopy!" Loopy exclaimed

"You can't fool me!" Rainbow said

Loopy rolled his eyes "I don't have time for this! I need to see Discord!"

"So you can finish the job!" Rainbow exclaimed

"Rainbow, This is ridiculous."

Rainbow wasn't listening.

"GET. OFF!"

Loopy put his back legs on Rainbows torso and pushed her off.

"Sorry Rainbow, but I had no choice." Loopy flew off.

* * *

Loopy landed in front of his house and rushed in

Loopy saw his parents he stopped to a halt

"Mom, Dad... Where's Discord?"

Jem was about to speak when Manny stopped her

"How do we know it's really you."

Loopy fell to his knees "Dad... I'm sorry about what I said to you, I...I don't hate you... I love you."

Manny smiled "I...I love you too."

"Please... Take me to Discord..."

* * *

Loopy entered a room and saw Discord all bandaged up, laying on a bed.

"Discord!" Loopy ran over to Discord

"Discord...speak to me..."

Discord opened his eyes and looked at Loopy

"Loopy?" Discord said, he looked so weak

"Yes Discord... Its me."

Discord smiled

"I... Can finally die... Happy."

"Discord... don't say that! Everything's gonna be fine!"

"N-No, the knife I was stabbed with... It was made of pure darkness, I... Can't heal it."

"Somepony else can heal you can't they?" Loopy asked

Discord shook his head "There wouldn't be enough time..."

"No..."

Rainbow and Twilight flew in to see Loopy with Discord

"Before I go... Theres something I wanna give you."

Tears were falling down Loopys face.

Discord took Loopys hoof and closed his eyes, his paw and claw glowing.

After about 30 seconds Discord opened his eyes again

"Use...My chaos powers, to defeat whoever took you over."

"Discord... Don't leave me..."

"I'll never leave you."

Loopy took Discords paw, holding it tight

"We're... Best friends...For...ev...er..." Discords eyes closed and his hand slid out of Loopys.

Loopy put his head down and started crying

Fluttershy walked in and saw everypony looking down in sadness

Fluttershy immediately ran up to Discord and saw Loopy sobbing

"D-Discord?" Fluttershy walked up

Loopy looked at Fluttershy, tears streaming down his face

"I'm sorry Fluttershy... He's..."

Fluttershy immediately broke down in tears

"No... Discord..."

Loopy stood up and wiped away his tears

"We... Shouldn't be here crying over Discord, he would want us to defeat Darky once and for all!"

Everypony looked at Loopy

"Darky has taken too much from me... From us."

Everypony saw the determination in Loopys face

"We will avenge Discord!"

Everypony cheered

"Darky is going to overthrow the Princesses, we have to hurry!"

Everypony ran out the door.

Loopy looked back to see Fluttershy sitting there

"Fluttershy, we're going to defeat Darky, and we need you."

Fluttershy looked up

"I'll do more then just hurt Darky." Fluttershys sadness changed to anger.

"Fluttershy..."

Fluttershy stood up "He's going to pay for what he did to Discord!"

"Fluttershy calm down, Darky feeds off of anger."

Fluttershy took a deep breath

"Alright, let's go..." Loopy and Fluttershy ran off to catch up with the others

 _I will avenge you Discord... I promise._

* * *

 **Chapter 16 is done, I had a hard time writing this chapter.**

 **But be sure to favorite and review**

 **I'll see ya later**

 **This is Robert, Signing off!~**


	18. Chapter 18

**This is it, The final chapter! Its been quite the ride, and I'm glad you all could join me on it.**

 **Be sure to favorite and review! It's always appreciated!**

 **ON WITH THE FANFIC!**

* * *

Chapter 17: The showdown

Darky was standing outside the castle, now that he looked different, he would have a harder time getting in.

Darky decided to sneak in

He began looking for an open window or something so he could get in.

* * *

Loopy and the others were walking to the castle, hoping they weren't too late

Fluttershy was quiet, so Loopy went up to her and began talking

"Fluttershy, I know this must be hard for you." Loopy said

"I...loved him, and he was taken away from me..." Fluttershy said quietly

Loopy frowned "Fluttershy, you can't be sad forever my dear." Loopy quickly covered his mouth after he realized what he just said

Fluttershy looked at him "What?"

 _Where did that come from?!_ Loopy thought

"Sorry, I don't know where that came from." Loopy said

Fluttershy nodded

"Just, try and move on, Fluttershy My dear." Loopy slapped himself

 _What is going on with me?!_

Fluttershy looked at Loopy again

Her eyes narrowed "Discord would always say that to me..."

"I-I'm sorry My dear Fluttershy, I don't know whats come over me." Loopy quickly covered his mouth, his voice was changing!

Fluttershy turned to Loopy "Loopy? Whats going on with you?"

"I-I don't know!" Loopy said

Everypony turned to Loopy

"Guys, My voice is changing!" Loopy exclaimed

Everypony gasped "You're starting to sound vaguely like Discord." Twilight said

Loopy shook his head "It doesn't matter, we need to focus on the task!"

"I can't take you seriously when you sound like Discord." Rainbow said

"Well, You're gonna have to get used to it Dashie." Loopy said

"You're even starting to talk like him." Rainbow said

"Hmm, maybe when Discord transfered his powers, I gained some of his personality, and voice."

"It's just a theory right now." Loopy said

"It certainly is possible." Twilight said

"No matter, Let's go!" Loopy exclaimed

Soon they reached the castle.

"Alright, Let's head in." Loopy said

They all went in, the guards letting them pass

Soon they entered the throne room, where Celestia and Luna were

"Princess Celestia, Princess Luna, You're both safe!" Twilight exclaimed

"Why must you worry Twilight Sparkle?" Luna asked

"Because somepony is coming to overthrow you." Loopy said

"Discord?" Celestia asked

"No... It's me Loopy." Loopy walked in view.

Loopys eyes were red and yellow, his mane was turning white, and one of his wings was now a bat wing.

"Loopy? What's happened to you?" Celestia asked

"Discord gave me his chaos powers, along with a few other things." Loopy said

"Why did Discord do that?" Celestia asked

"Discord is..." Loopy couldn't finish the sentence

Celestia knew what he was going to say though.

"I-I'm so sorry, You two were very close." Celestia said

"Don't be, we have to prepare, Darky, Who is my Inner darkness, is coming to overthrow you."

Celestia nodded "Then let's not waste anymore time."

* * *

Darky found a part of the castle that was open, so he went in and began going through some sort of tunnel to get into the castle

"Hm, those idiots won't know what hit em."

* * *

Celestia had guards ready for when Darky came

Twilight was pacing around when she bumped into somepony

"O-Oh, I'm sorry... Flash?" Twilight said

Flash Sentry was standing there "Apologies your Majesty, I was in the way."

"N-No, Don't worry about it, I wasn't paying attention." Twilight said

Flash nodded and walked off.

Twilight sighed

* * *

Loopy was ready to face Darky, he stood waiting.

"He's coming, I can feel it." Loopy said

"Get ready everypony!" Loopy exclaimed

Loopy was right, the doors busted open and Darky was floating there

"Darky..." Loopy said

"Oh Loopy, did you get a new makeover? It suits you, in fact you look like Discord, I bet he'll happy to see your new look... Oh wait, I killed him."

"You will pay for what you've done." Loopy said

"Well, Say Hi to Discord for me." Darky then charged up a beam and shot it at Loopy.

Loopy jumped out of the way.

Loopy tried to charge up an attack when he realized something.

He doesn't know how to use chaos magic.

"Shit..." Loopy said

Darky blasted Loopy and he was sent flying

"AGH!" Loopy flew through a stained glass window.

Darky soon flew after him

* * *

Loopy fell on the ground, he had a few cuts but he wasn't badly hurt

Loopy looked up as it began to rain

Darky slowly walked over to him.

"You've been a pain in my ass for far too long... Time to die!"

Darky shot another blast at Loopy, causing him to be shot in the air again

He landed in a puddle, he slowly got up and looked at his face

It was covered with cuts

Loopy was about to fly off when he heard a familiar voice call his name

"Loopy."

"Discord? No, that's impossible Discord is dead."

"Loopy!"

Loopy began looking around

"Down here."

Loopy looked down to find his reflection replaced with Discords face.

"Discord!? How are you..."

"No time to explain, You look pretty beat up." Discord said

Loopy nodded "I don't know how use these chaos powers, You make it look so easy."

"Loopy, You control chaos magic, it doesn't control you, You have to focus, chaos magic comes from within, concentrate and focus your magic!"

Loopy closed his eyes and began concentrating

Darky was slowly approaching him

He was charging up another attack

"Focus Loopy!" Discord said

Loopy felt his magic charging

Darky threw another blast at Loopy

But suddenly there was a shield surrounding Loopy

"W-What!" Darky said

The shield disappeared and Loopy turned to Darky

"My turn..." Loopy charged up a magic blast and shot it at Darky

Darky was shot back.

Loopy flew fast enough to catch up with Darky before he hit the ground

Loopy wrapped his hooves around Darky and then flew up into the air

He then flew back down at high speeds

Once they made contact with the ground there was a giant crater where they stood

Loopy was looking at Darky

"It's time you go back where you belong." Loopy said

Darky smirked "You think you can beat me?"

"I think I already have." Loopy said

Darky smirked, he charged up another energy blast and shot Loopy into the air

"How is he getting stronger? Theres no one showing any anger around here."

Loopy looked around and spotted Fluttershy.

"Of course she'd be angry, Darky killed Discord."

Loopy flew down to Fluttershy

"Fluttershy, you need to calm down, Your anger towards Darky is making him stronger!"

"But, I'm not angry." Fluttershy said

"Not on the outside, but on the inside, Fluttershy, I may be able to bring Discord back." Loopy said

"But, No magic can bring back the dead."

"Fluttershy, Trust me."

Fluttershy was unsure

"Fluttershy My dear, Please, Calm down."

Fluttershy nodded, She took a deep breath

Loopy flew back out

"Hey Darky!" Loopy yelled

Darky turned to Loopy

Loopy charged up some more magic, he was charging it up to its maximum power

Darky began charging his magic too

Once Loopys magic was fully charged he shot it out

Darky did the same

Their beams collided and they began having a beam battle

"You can't defeat me Loopy, I am clearly stronger!"

Loopy chuckled "I wouldn't be too sure about that."

Loopy began putting more power into his beam, He was overpowering Darky.

"I-Impossible!"

"Oh, but it's quite possible."

Suddenly there was a flash.

* * *

Loopy looked down and saw Darky, unconscious.

Loopy flew down towards Darky.

"It's time you get back inside of me." Loopy said

Loopy put his hooves on Darky and closed his eyes, Darky then faded back into Loopy.

Everypony ran over to Loopy.

"Loopy! You did it!" Faith exclaimed

Faith pulled Loopy into a kiss.

"He actually did it." Twilight said

Flash walked up to Twilight

"Loopy's a hero." Flash said

Twilight nodded in agreement

"So, Wanna go out for lunch after we clean everything up?"

Twilight looked at Flash "L-Like a date?"

"If that's what you want." Flash said

Twilight pulled Flash into a hug "Yes, I'd like that a lot!"

"Theres one more thing we have to do." Loopy said

Everypony looked at Loopy

* * *

Everypony was back at Loopys house

"Twilight, Can you levitate Discord to the floor."

Twilight nodded and used her magic to levitate Discord.

Once Discord was on the floor Loopy took off the bandages wrapped around his torso, He put his hooves on Discords chest and closed his eyes

"I hope this works..."

Loopys hooves began to glow and Discords wound closed up

Loopy began transferring his magic to Discords body

Loopys mane turned brown again and his bat wing turned back into a Pegasus wing

Once all the magic was out of Loopy he opened his eyes

His eyes were brown again

Loopy waited patiently for any signs of life

After about 15 seconds Loopy looked down

"I tried..."

Loopy was about to get up when suddenly he heard a groan

"Discord?"

Discord opened his eyes.

"What happened..."

"DISCORD!" Loopy jumped onto Discord and hugged him tightly

"Whoa, Easy there, My chest still hurts." Discord said

Loopy let go "Sorry." Loopy then realized his voice was back to normal

"Discord!" Fluttershy flew into Discord began kissing him.

After about 10 seconds, Fluttershy pulled out

"Fluttershy my dear... I missed you."

"Loopy." Celestia said

Loopy turned to Celestia "Yes Your Majesty?"

"You've saved us, Equestria is in your debt." Celestia bowed to Loopy

Soon Everypony else bowed

"It was nothing..." Loopy scratched the back of his head.

Faith pulled Loopy into her signature bear hug

"Congratulations Loopy!" Faith exclaimed

"Thanks." Loopy said

"You know what this calls for?" Pinkie asked

Everypony chuckled

"A PARTY!" Pinkie yelled

* * *

Everypony was at Loopys parents house

Pinkie had setup a party to celebrate Loopys victory

Loopy was talking with Faith when His parents walked up

Loopy turned around.

"Our son... A hero..." Jem said

Manny smiled "You still have a choice to make."

Loopy nodded "I think I've made my choice."

Loopy flew into the air "Attention everypony. I have an announcement to make."

Everypony turned to Loopy

"Well, dad gave me choice to become Co-CEO, or to stay in ponyville, I've decided to become Co-CEO, someday I will take over the company... And I need to be ready."

Everypony began cheering

Discord flew up to Loopy

"You'll still visit us right?" Discord asked

Loopy smiled "You can count on it."

"Discord, I still have one question, how were you able to communicate with me through a reflection?" Loopy asked

Discord smirked "When I transferred my powers, I was ready to die, but you kept gripping my hand, so I decided to transfer what little life I had in me, into you."

"Which explains my sudden changes."

Discord nodded

"Okay, that kind of answers my question."

"Kind of?" Discord asked

"Well, Why did you transfer your life into me?"

Discord smiled "Why do you think I said 'I'll never leave you'?"

Loopys eyes widened "You were planning to live on inside me?"

Discord nodded

Loopy smiled

"Well, I'm glad everything turned out okay." Loopy said

"Yeah." Discord agreed

* * *

After the party ended, Everypony went to the train station

Loopy was standing with his parents, and Faith was standing with the others

"You promise you'll write to me?" Faith asked

"I'll write as much as I can..." Loopy said

"You better..." Faith chuckled

Loopy pulled Faith into a kiss, cause they knew it would be the last one for awhile.

Once they pulled out, Loopy turned to Discord

"What do ya say, we sing a song together, I've never really heard you sing before.." Loopy said

"I-I can't really sing." Discord said

"Come on Discord, Please?"

Discord frowned

Loopy looked at Discord

Soon Loopy began singing

 _Italic is Loopy_ **Bold is Discord Bold and Italic is both**

 _When can we do this again?_

 _When can I see you again?_

 _When can we do this again?_

 _When can I see you again?_

 _When can we do this again?_

 _When can I see you again?_

 _Switch on the sky and the stars glow for you_

 _Go see the world 'cause it's all so brand new_

 _Don't close your eyes 'cause your future's ready to shine_

 _It's just a matter of time, before we learn how to flyyyyy_

 _Welcome to the rhythm of the niiiiight_

 _There's something in the air you can't denyyyyy (Denyyyyy)_

 _It's been fun but now I've got to go_

 _Life it way too short to take it slow_

 _But before I go and hit the road_

 _I gotta know, 'til then,_

 _When can we do this again?_  
 _Oh oh oh oh_  
 _When can I see you again?_  
 _Oh oh oh oh_  
 _When can we do this again?_  
 _Oh oh oh oh_

 _I gotta know, when can I see you again?_  
 _(When can I see you again?)_

Loopy looked at Discord, He smiled and sang the next verse

 **Joined at the hip, yeah your sidekick needs you**

 **Life is a trip down the road that leads you**

 **Look all around at all the mountains you haven't climbed**

 **It's just a matter of time, before we learn how to flyyyyy**

 **Welcome to the rhythm of the niiiiiight**

 **There's something in the air you can't denyyyyy. (denyyyyy)**

 _It's been fun but now I've got to go_

 **Life is way too short to take it slow**

 _But before I go and hit the road_

 **I gotta know, 'til then** _,_

 _When can we do this again?_  
 _Oh oh oh oh_  
 **When can I see you again?**  
 **Oh oh oh oh**  
 _When can we do this again?_  
 _Oh oh oh oh_

 _I gotta know, **when can I see you again?**_

 _Don't close your eyes 'cause your future's ready to shine_

 **It's just a matter of time, before we learn how to flyyyyy**

 _Welcome to the rhythm of the niiiiiight_

 **There's something in the air you can't denyyyyy**

 _So let me know before I wave goodbyyyyyye_

 ** _When can I see you again?_**

 ** _Oh oh oh oh_**

 ** _When can we do this again?_**

 ** _Oh oh oh oh_**

 ** _When can I see you again_**

 ** _Oh oh oh oh_**

 ** _When can we do this again?_**

 ** _Oh oh oh oh_**

 **Yeah it's been fun but now I've got to go.**

 _Life is way to short to take it slow._

 **But before I go and** _**hit the road.**_

 _Tell me wheeeeeen_

 _When can I see you again?_

 _When can I see you again? (Tell me wheeeeeen)_

 ** _When can I see you again?_**

Loopy gave Discord a hug

"I'm gonna miss you the most, Discord." Loopy said

Discord showed Loopy his bracelet

"Best friends forever..." Discord said

"Forever..." Loopy repeated

All of Loopys friends went on the train

"Goodbye!" Everypony waved at Loopy

"I'll see ya around..." Loopy said.

Loopy kept waving until the train was out of sight

Loopy frowned soon after "I'll miss you guys..."

Jem put a hoof on Loopys shoulder

"You okay?"

Loopy smiled "Yeah, I'm fine, no matter how far apart we are, we'll never stop being friends..."

 _The end..._

* * *

 **Thats the end of my first fanfiction, hope you all enjoyed.**

 **The song used is When can i see you again by Owl city.**

 **I might make a few spinoffs for this fanfic.**

 **I don't know**

 **But, be sure to favorite and review!**

 **I'll see ya later!**

 **This is Robert, Signing off!~**


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